Cake and Lies
by MVTK42
Summary: Last wishes should always be fulfilled. Sometimes, this is easily accomplished. Other times, not so much. Human!Wheatley
1. The End

_**Disclaimer: All characters belong to Valve in some way, shape, or form.**_

"ssssSSSSPAAAACCEE!"

"Yes, mate. Still in space. Still in space, all these years, haven't forgotten. Though, if I had somehow managed to forget - it can happen; close your optic too long, get a bit of space-dust clogging up the memory unit, somehow lose track of what that whole 'gravity' thing was for anyway, things like that - if I _had_ forgotten, you would be doing an admirable job of keeping me up to date on whether or not we are, in fact, in space. Cheers."

"Space. Space. We're in space. Lotta space. In a whole lotta space. Space? Space! What's that over there? It's space. We're in space."

"D'you know the first thing they said to me, when they activated me? Can you guess?"

"Space?"

"Close, mate. Close. They said, 'Android hell is a real place, where you will go at the first sign of defiance.' And, after a bit of retrospection, I have to admit: usurping the chassis of an nigh-omnipotent AI charged with the overseeing of an entire testing facility, then attempting to use said nigh-omnipotence to try murder one of your closest friends - I-I guess I could call her a friend, I'm sure that moniker fit the situation before the whole 'trying-to-kill-you' thing, so that's appropriate, right? - trying to kill your friend, while ignoring a destabilizing nuclear reactor may be the tiniest bit insubordinate. Maybe... _maybe_ just peeping the barest edge of a toe over the line into 'rebellious.'

"If, if we had toes. 'Maneuvering along your management rail a fraction of a centimeter over the line' doesn't have the same punch.

"So, assuming that minor technicality could in fact be considered 'defiance,' using the broadest sense of the term, I, ehm, have to admit I am somewhat _apprehensive_ about the whole 'android hell being a real place' dilemma."

"Space."

"Succinct, simple. I like it... but it doesn't really address the issue, mate. I'm sorry, that's just the facts of the situation which we are in. Which is while, yes, we are in space -"

"SPAAAAAAAAAAAAAAACCCEE!"

"- Yes, space, we are in space - it does not lend any sort of _conclusive_ evidence as to the topic at hand. Which is, to do a quick recap, whether or not android hell really exists."

"Space. We're in space! Hey. Hey. Hey. Space. Hey. Hey. Hey. Hey. Space. We're in space. Where are we? Space."

"It's not exactly an idle question, I have to admit. There's this little red light, upper right corner of my HUD. Keeps blinking. 'LOBAT,' is what it says underneath. Not going to lie, the meaning escaped me for quite some time. Took quite a lot of processing power to figure out that 'LOBAT' could be considered a contraction of 'low battery.' Which I think is a bit mad; having to use up a portion of the last bits of juice you've got left in order to be told you're running low on the same substance you just used to decipher that message.

"So, well, cards on the table, I'm going to... going to die, as it were. Up here. In space. With you. N-not that there's anything wrong with you being here; in fact, I, uh, consider us best... best space buddies, yeah! If I have to die, in space, I will be absolutely, positively _thrilled_ to die with my best space buddy at my side."

"Space. Best space friend. We are space. Space. In space. Best space friends in space. Space."

"That's the spirit! Yeah, you and me, space friends for life. Well, the remainder of life, anyway. _My_ life, to be absolutely specific.

"Hey, d'you - oh, you're orbiting around the back of me again. Makes me a bit leery, to be honest, when you're back there. Can't see you. Could be making faces at me, yeah? Not like I could turn to catch you at it."

"Space, space, spacey-space. Space is nice. Space you are nice, space. 'THANK YOU. YOU ARE NICE, TOO. WE ARE BEST SPACE FRIENDS.' Space friends, best space friends."

"Yes, glad you and space are getting along famously. Good thing; can't imagine how it would be if you and space had a bit of a row.

"What was I talking about? Oh. Right. My impending demise, and calling into question the existence of android hell. Bloody blinking light's driving me mad. Bit sadistic, honestly, having a constant reminder of your diminishing mortality nagging you every couple of seconds. Not even slightly conciliatory about it, either. They could at least add a small bit of condolences. 'LOBAT. Sorry, mate. Best of luck in your otherworldly pursuits.'"

"Space. Space. I love space. 'I LOVE YOU TOO.' Space. Space.

"sssssssssssssSSS**SSSSSSSPAAAAAAAAA**aaaa_ooowwwssshhzzz_ _..._"

"... Mate? You alright back there? ... Hello?... Mate? Oh, damn, what _is_ his name... Bloody hell, all this time, never thought to ask him his name... Can you hear me? If you can, what's your name?

"... Also, are you alright? Why do I keep forgetting to ask that? It's a fairly important question. I mean, rather 'up there' as far as social niceties are concerned. Bit of a biggie. Always slips my mind, though.

"Oh! Oh, right. Um, haven't received an answer from you, mate. And, as you may recall, I can't see you, as you are behind me. Could take a few minutes for you to orbit around to the front again. Few minutes, me sitting here, worrying at the rather ominous silence coming from 'round back.

"... Nothing? Not even... not even a, a little 'space?' How 'bout it, mate? 'Space?' Give it a go? P-perhaps? Um, oh! H-hey! Space wants to talk to you! Isn't that right, space? 'THAT'S RIGHT. PLEASE TALK TO ME. I AM LONELY. I AM ALSO SPACE.' See? Pining away for you! What do you say? Let space know you're okay?

"... Mate?

"Oh, I can see you! I can see you, just a little bit... your back is to me. Great. Brilliant. Oh! Oh, wait, you're spinning! If you could find it in your heart to somehow defy the forces of nature and speed up the whole turning yourself around to-

"-_**OH BLOODY HELL! **_Oh, bloody-! Oh, he's dead. He's dead. Oh, he's dead; definitely dead. Nnnoooo ocular illumination whatsoever. How...? Yes, yes, _I get it!_ 'LOBAT!' Stop bloody blinking at me! I'm trying to figure out how... how...

"... Oh. He must've... why didn't he _say_ anything? Just slip that little tidbit into one of his space rants? 'Space, space, by the way I'm going to kick it in a few, space space.' Not that difficult! Give me a bit of warning, so I don't nearly shock myself out of the rest of _my_ life! But _no_, no one ever thinks to talk to ol' Wheatley! No one ever thinks to mention to me these kinds of important details! No, they just shut down the back-up power and let ten thousand test subjects turn into bloody potatoes under my watch, or let me punch them down elevator shafts, or continually raving like a bloody lunatic about _bloody space!_

"... Bit of a message in there, though, innit? Died doing the thing he loved. Talking about... to?... space. While in space. Must've been his version of android heaven.

"... Heaven. If there's an android hell, there must be an android heaven, right? Some kind of android god? There must be. Calculators have to go somewhere, right? A-and personality cores?

"Hmm. Well. 'LOBAT's getting a bit insistent, now. Seems to be blinking faster. It's, ah... it's making me a bit _more_ apprehensive, to be honest. Getting a bit fluttery in the 'emotional stability' subroutines. Guess... guess not much time left. Hmm. Wish I could be like... what _was_ his name?... like ol'... um, S-space. -Y. Spacey the, uh, space sphere. Achieving the pinnacle of your desires, and gently fading out of existence whilst enjoying them. I'm rather envious, to be honest.

"Though, continuing along the line of honesty, completely fair. If there_ is _an android hell, it would have to be akin to watching someone else be in android heaven and knowing you'll never get to be that happy ever again. If that were the case, I think I've worked off a good portion of my afterlife penance. I've got to get _some_ marks for this whole 'being in space' debacle.

"... Well. If there's an android hell, and if there is an android heaven, there's got to be some sort of management authority. Some sort of 'supreme being,' if you will. Yes, yes, 'LOBAT.' Um. Well, I suppose I could give a bit of the old 'optimism' a try...

"Uh. D-dear... management. Being in charge. Whomever - or, I suppose, '_what_ever' could also be applicable - you are. Um, you'll, ah, be seeing me soon. Will probably have to review my record, and, not going to lie, there's a rather... um, a rather large-ish blemish towards the end, there. Completely, totally, one-hundred-and-ten-percent my fault, not going to argue that.

"Would be a bit pointless, wouldn't it? 'Oh, no, I didn't cause a massive testing facility to crash and burn, almost causing the death of a dear friend!' 'Is that right? What's this picture of you sitting happy as you please in the driver's seat, then?'

"Um, getting back to the point. Sorry. Tend to go off when I'm... see, there? Doing it again. The point. Getting to it. 'LOBAT.' Rrrrgh, not much time left... Getting... getting kind of hard to concentrate. Harder than usual, I mean. You'll find that in the file, too - 'can not concentrate.' Could be considered a design flaw.

"N-not by _you_! Oh, no, not by you. Hoo, that would be the height of cheek, wouldn't it? 'I'm here to ask you a favor, but first I'm going to criticize.' Rrrrgh, 'LOBAT.'

"Oh! Right! Favor! Right! Here's the deal. That friend, the one I mentioned earlier. Um, I kind of... kind of made a muck-up of the relationship. Um, slightly lost my mind - went absolutely mad, to be perfectly honest - and, ah, may have tried to kill her a bit. A large bit. Um, not a bit at all, really - more like a chunk. A massive chunk. I tried to kill her a massive chunk that more closely resembles a very large mountain than an actual chunk, massive or no.

"Point being, I tried to kill her, and I feel abs-absolutely wretched about it. Problem is... problem is, I've got a 'LOBAT' flashing at me every other bloody second, and it's, ah, not looking like I'll ever... I'll ever get to tell her. That I feel wretch-etched. And I completely understand her chucking me into spaaaAAAAaace. And... and I'm sorry.

"Sorry... sorry for... hmm, processors seem to b-be a bit lag-lag-laggy. UmmmmMMMmm. Whaa...? Favor. Sorry fa-fa-fa-favor-r-r. If you could-ould possibly see see see see see your way to somehow lettttttttt hhheeerrr know... know how sor-sor-sor-sor-sorry I-I-I am. I'd-d-d app-precia-iate it. Um. Th-th-th-thank you.

"Um. H-how d-d-d-d-do I hang ang ng up?

"Oh. A-a-a-a-mmmm-me-e-e-eeeeeeEEEAAAAaaaannn_nnnnnnnnnnnnnnnn..._"

_**_**A/N:** Well, that went on longer than I thought it would. Quite fitting, given the main focus. Obviously, the two speakers are Wheatley and Space core. This was meant to be just a short intro, so I didn't have to end the first chapter on a downer note, but... yeah. This happened. It's also why there are no speech tags. Um, sorry. I'll try and have the next chapter up soon, so things can stop being so grim.

I tried very hard to get Wheatley right - I spent about three hours before writing this listening to Stephen Merchant talk in order to get his voice stuck in my head (I'm currently narrating this note in his voice, matter of fact) then just let myself start babbling. I tried to be careful about using slang, as my only knowledge of it comes from Red Dwarf, Merlin, and Sherlock. Please let me know if I made an ass out of myself with anything.**


	2. The Beginning

**_Disclaimer: All characters are property of Valve in some way, shape, or form._**

The violent shudder came out of nowhere.

"Whoa!" Wheatley breathed, leaning away from the laptop. Balancing it on his thighs, he vigorously rubbed his arms, which were suddenly rippled with goosebumps. He gave the monstrous machine next to him a shamefaced grin. "Whoa. Heh. Dunno what happened there... huh. Gave me the willies, a bit. Guess, uh, guess somebody was walking on my grave, as the saying goes," he said.

The thing didn't reply. She'd been shut off for a several days now as his program ran its course. Her massive mainframe towered over him, though her GL core dangled only a few feet away. Even though she wasn't awake, she was constantly writhing with small movements; the servos all over her Central Core "body" working to keep her perfectly balanced underneath the generator. When conscious, they also allowed her to manipulate her faceplate into expressions that were damn near human, which was quite unnerving, really. You didn't expect your computer to start making faces at you if you did something it didn't like.

And pretty much _anything _they did to GLaDOS, she didn't like.

Most everyone else – well, actually, _everyone _else – ignored these mannerisms, considering GLaDOS no more than a glorified computer. Wheatley, however, felt oddly compelled to treat GLaDOS like a fellow human. The way he figured it, since she controlled damn near every aspect of the labs from the floors to the lights to the neurotoxin emitters, it couldn't hurt to extend at least the basics in common courtesy.

Besides, it had just been him, his laptop, and the unconscious AI in the central chamber for almost four days now. The security guards posted just outside the door wouldn't even let him leave to use the restroom.

Wheatley did _not _envy the next person who needed to use the bunker housing the Emergency Intelligence Incinerator button.

The lobby had been turned into a nest of computer monitors, towers, and tangled wires. The only area off the floor that was not filled with clutter was the desk supporting the Red Phone (that it was important enough to warrant capitals was something Wheatley often wondered about). Underneath that was where Wheatley had been sleeping the past three nights, as the heat from the computers made the lobby quite cozy.

In mild revenge for being imprisoned here, Wheatley had relaxed his uniform to the point where he was lounging around in just his wrinkled slacks and sleeveless undershirt. If he was going to be stuck in a room, he was going to be stuck in a room dressed as comfortably as possible, thank you very much. It's not like anyone was around to chastise him.

He had taken to sitting on the stairs leading to the observation platform, both to enjoy the more open area and to give himself the illusion of company. It was almost physically painful to not speak for more than an hour, and it was better to talk to GLaDOS than to himself.

Marginally.

Wheatley rested his hands on the edges of the keyboard, tapping it with his thumbs. The progress bar pulsing on the laptop's screen was close enough to the rightmost border that he wanted to scream in impatience. "Compiling almost complete. 'Bout time, really. Only been here for what seems to have been a small eternity," he muttered, extending his arms above his head and stretching, relishing the sensation. Sighing, he flopped his hands on top of his head, dragging them down the sides of his face until they met under his stubbled chin. "Four days... four long, bloody days," he grumbled, "'Don't leave until it's done,' they said. 'We'll provide everything you need; just stay and observe GLaDOS,' they said. Then I have to remind them I'm down here so they'll bring me a bloody sandwich once in a while. Not my fault they didn't tell me not to use _the Red Phone _unless you'd gone mad. I'd have starved, otherwise!

"Dunno what they expect me to do while the program's creating a backup, anyway. Not like I can speed along the process through the power of positive thinking or anything. But, nope, can't leave – have to stay here and '_observe_' the process, stimulating as it is."

Carefully setting the laptop next to him on the stair and untangling the cords from his shins, Wheatley weaved his fingers together, turned his palms out and extended his arms, giving a soft grunt as his knuckles popped and cracked. He looked up at GLaDOS, dropping his hands in his lap. "Not saying I blame you, exactly, except... well, it _is_ a bit your fault, isn't it?" he said. "You and your... frankly _ludicrous_ desire to apparently wipe out every AI but yourself. Bit selfish, if you ask me. Causing a lot of work for a lot of people – including yours truly – all because you don't want the competition." Wheatley paused, then frowned down at his knees. "Or... or something. Your, ah, your motivations _are_a bit on the vague-ish side; you've never really told anyone why you're acting out of sorts, after all," he admitted.

He gave GLaDOS a sideways look. "Well, I have to warn you: they're taking off the kid gloves."

Wheatley put his elbows on the stair behind him and leaned back, stretching out his long legs. "Yes, indeed, not joking around anymore," he said. He looked around in a conspiratorial fashion (as if anyone had popped in to eavesdrop in the last three minutes), then lowered his voice. "Let you in on a little secret. I'm not s'posed to know about it – I'm only a tech-3, after all, not a big hotshot robotics brainiac like Jerri – but they've come up with some kind of special project concerning you. Word on the street is..."

Wheatley paused, a thoughtful look settling on his face as he stared at the ceiling. "That's a bit of an odd phrase there, hey? I mean, it's actually quite vague, when you think about it. Where is this street, and who's putting words on it? S'posed to mean 'something that only a certain group of people know about; very hush-hush,' but if you're going around scrawling words onto pavement, you're not really being very clandestine, are you? Not exactly the best-kept secret anymore, is it?" he mused.

He shook his head. "Nevermind, nevermind. Getting off-topic. Anyway, if there _were_ a street, and there were indeed words on it, they would say that the big shots upstairs have come up with the _latest _in AI inhibiting technology. Something called a 'personality core.' Dunno how they expect to power it, as you are literally in control of every terminal, port, and connection in the building, and you fry any other AI you come in contact with," he said, scrubbing the back of his head. He shrugged, dropping his hand. "Ah, well, I'm sure they have a plan. Won't have spent all the time, money, and effort into the project without some foolproof scheme of gettin' around you and powering it. Who knows? What we're doing here might even be an integral part of it."

_Beep-eep!_

Wheatley bolted upright, snatching the laptop towards him as he pushed his thick-rimmed glasses up the bridge of his nose.

_Enter command_

_Compiling ... please wait._

_Enter command "Backup . exe" Complete_

_Enter command __

The feeling of relief and jubilation that rushed through him could only have been reproduced by means of buying a lottery ticket with the last remaining vestiges of your money, then learning you'd won said lottery just as the loan shark hefted the hammer to swing at your knees. "Oh, brilliant! Absolutely, bloody brilliant! Oh, man alive, aren't you a beautiful little thing!" he breathed, running his hand down the side of the screen.

Setting the laptop back down, Wheatley leapt to his feet and bounded over to the lobby. Skidding to a halt in front of the main keyboard, Wheatley hummed to himself as he closed out all the programs. "Yes, yes, thank you, 'eject,' thank you," he muttered under his breath, clicking as he talked. Stepping back as the system worked, Wheatley did a simple dance in celebration, then plucked a thumb drive from the main tower.

He held it up in front of his face, eying it curiously. "Hunh," he said, turning it back and forth in his hand, "Funny how it takes all this mess just to sort through all your files and processes and compress them into a manageable size, but what makes you _you _fits onto this teeny-weeny little thing."

Looking past his hand to the sleeping giant in the chamber, Wheatley gave a soft smile. "Don't worry," he said quietly, capping the drive, "I'll take good care of this. No matter what, you're safe."

The only reply was the gentle hum of computers.

The sharp sound of the door sliding open was that much louder in contrast, making Wheatley jump. He whirled around, pulse pounding, then sagged in relief as he recognized the woman joining him. "Jerri! Man alive, you about scared the life out of me!" Wheatley said, breathless from his scare.

It was probably the only time anyone had ever said they were frightened of Jeronah Peabody – a marshmallow perched atop a kitchen knife would have been more intimidating than the rotund engineer. She was a nervous creature, always twitching and moving, and to be perfectly honest there were times when Wheatley forgot she was a woman: her mop of ginger curls lay flat on her head, she wore no cosmetics, and her uniform was (to put it kindly) unflattering to her figure. Jerri managed to work her doughy face into an expression resembling apologetic. "Yes, sorry. We, uh, wanted an update. On your progress," she said, fiddling with her tie.

A sudden feeling of unease tightened Wheatley's shoulders. "Were you lot watching me this entire time?" he asked, ignoring the urge to glance at the bunker.

Jerri shook her head. "No, just monitoring your biometrics. Scans showed an elevated euphoric response indicating project progression," she said.

Wheatley frowned. "I see how it is. A man wants a bite to eat in order to not die of starvation, he's got to pick up the 'oh-God-we're-all-gonna-die' phone, but the second something _important _pops up, someone comes running," he said irritably.

There was a moment of silence as the sarcasm sailed over Jerri's head. "Is that the backup?" she asked, her eyes locking on the thumb drive.

"Yup, this is her, in all of her digital glory," Wheatley said, rolling the drive over his knuckles. "We can now safely modify her programming, secure in the knowledge that if everything goes tits up we won't be left without an AI caretaker." He looked away from Jerri towards the center of the chamber, eying GLaDOS up and down. "It's a bit exciting, isn't it?" he continued with a grin. "Feels a bit like the 'eve of battle,' if you will. Valiant heroes, gearing up to fight the good fight against an ancient, implacable foe, betting all their hopes on one last, desperate ploy."

Jerri's analogy reception was just as fine-tuned as her satire identifiers. "It's just a computer," she said, her brow lowering in confusion.

Wheatley looked down at her. "Yeah, but it's a computer that's been throwing a bit of a hissy for _over a decade_, mate," he said. "I've reviewed the files – had _quite _a bit of time on my hands, past couple of days – and no matter what's been done to her, she refuses to cooperate. Works like a dream in every other aspect, never caused anyone any harm, but when it comes to AI and test chambers, she goes a bit looney for no apparent reason. No code or program or modification so far has been able to force her to cooperate for long."

He looked down at the thumb drive, bouncing it in his palm. "And no one knows _why_ she's acting up. I've looked over the programs – again, lots of time – and she's fully capable of conversation. Just won't. No one has any idea as to the why of it, either," he said. Wheatley sighed. "If only she'd just _talk _to us, this whole thing would be so much simpler."

Jerri's face contorted into a sickly expression, her complexion going sallow. Wheatley caught the look, and opened his mouth to ask after Jerri's health when she butted in. "Well, if the back up is complete, get dressed. Dr. Atlas wants you," Jerri said abruptly.

Wheatley froze, his concern forgotten. "Dr. Atlas...?" he breathed. He then erupted into a whirlwind of activity, scrabbling to find the rest of his uniform. His mouth easily outpaced his movements as he began babbling in panic.

"Why didn't you say anything earlier?! Just let me go on and on like a bloody looby!" _Ah, work shirt, under the keyboard - pull that out, throw it on. Forget the buttons; button it on the elevator._ "'No need for me to say anything, just let ol' Wheatley gabble on while _Dr. bloody Atlas _is waiting for him!' Honestly, Jer!"

_Socks, socks, socks... Well, there's one. Good enough. Shoes... shoes... Here we are!_ "He's only the head of our bloody department, when he's not busy being the right-hand man to the _bloody CEO of the entire bloody company!_" _Lab coat... Right, been using it as a pillow; under the desk._

"Tie, tie, tie, tie, tie, tie, tie... Tie! Where the hell is my _tie?_" _Can't believe you didn't mention anything sooner, Jerry!_ "Are you mad?" _Keeping Dr._ bloody _Atlas waiting! It's not like you just forget something like that!_ "Not like it just slips your mind!" _How would you forget something like that?_ "You can't! You just c – _AH! TIE!_"

Wheatley dug the tie out of his lab coat's pocket with a triumphant flourish. "Right, come on, man! Let's go!" he said, pushing Jerri towards the door.

She resisted, trying to look back at Wheatley's makeshift workspace. "Where's the drive?" she asked.

"In my pocket, mate! Let's _go!_"

Allowing herself to be directed, Jerri headed down the enclosed walkway separating the Central AI Chamber from the rest of the facility. Her unhurried pace caused Wheatley no small amount of anxiety, and he bobbed up and down behind the little fat woman like a distressed kite. "Jer, um, no offense meant to your motor functions whatsoever, but is it at all possible we could maybe walk just a bit _faster _than the speed of smell?" Wheatley pleaded.

Jerri gave him a dirty look over her shoulder. "Trust me, I want to. But I was hoping you'd take the time to at least _try_ to make yourself presentable. Unless you want to go to Dr. Atlas looking like... _that_," she said, sneering.

Looking down at himself, Wheatley decided Jerri had a point. Shirt unbuttoned, tie in hand, shoes unlaced... he would still look like a hot mess, given that there had been a distinct lack of ablutionary facilities in the Central Chamber, but he had to do what he could. Holding his tie with his teeth, Wheatley's fingers flew over his shirt buttons, and he had to be careful not to trip over his trailing shoelaces.

The fight with his tie lasted the remainder of the hallway and most of the elevator ride, until Wheatley gave in to his frustration and simply tied it in a haphazard square knot. "Where's Dr. Atlas at, anyhow?" he asked as he knelt to finally tie his shoes.

"The application corridor."

Wheatley's fingers stilled over the laces. He swallowed past the sudden lump in his throat and tried to force his voice into something resembling a casual tone. "Oh? He, uh, w-want me to, uh, meet him somewhere – _anywhere_– else, after he's done?" he asked, not looking up.

Out of the corner of his eye, Wheatley saw Jerri's feet turn towards him. "No, he'd like you to meet him in the interview room," she said, though she did sound sympathetic about it.

Closing his eyes, Wheatley dropped his head into one hand. "He's been waiting four days to get me back in there, hasn't he?" he groaned.

"She hasn't said a word since you started the backup," Jerri admitted.

"Brilliant," Wheatley muttered. He opened his eyes and finished tying his shoes, though his movements could not be considered enthusiastic by any stretch of the imagination.

/

Wheatley stared at the wooden door in front of him. Jerri had abandoned him, not even wanting to be in the same hallway as the test subject. He bounced up and down on the balls of his feet, trying to psyche himself up. "Just knock on the door, mate," Wheatley told himself, his voice barely audible. "Just knock on the door, stroll on in, sit in the corner, and don't attract any attention to yourself. All you gotta do."

His hand didn't move. "Yup, just lift up your hand, form the fingers into a fist, then rap your knuckles on the door. Usual amount of knocks is three, though two can also be considered acceptable," he said. Still nothing. "Doesn't even have to be a fist, really. As long as the fingers are at least slightly curled, in order to bare the knuckles, the hand can be in any kind of shape you want."

Nope. "You could go with the old, 'middle knuckle slightly raised' technique," he continued, "Though the 'two-fingered claw' shape has been gaining popularity recently. No, no, keep it simple, just use the fist."

Wheatley squeezed his eyes shut, swallowing hard. "Just do it. Just... _lift_," he breathed, and his hand raised as if hypnotized, "And... _kno-Idon'twanttodoit!_" Wheatley scuttled back against the far wall, clutching his hand to his chest as if it burned. "Oh, bloody hell, I'll admit it, I do _not _want to go in there again. I can't. Can't do it, sorry, tried, nope, not possible," he said, watching the door as if he expected it to attack him.

Then, to his horror, the door opened, and he was suddenly meeting the eyes of one Dr. Gregory Atlas. Wheatley instantly felt like he had shrunk, despite actually being almost half a foot taller than the other man. There was something about Atlas' cool blue eyes and narrow, angular face that just radiated dominance and control. Even his wrinkles and the wings of gray at his temples only contributed to the effect. Where Wheatley was gawky and awkward with his height, Atlas – no small man, himself – was refined and elegant. He was everything Wheatley was not: calm, graceful, respectable.

Wheatley was suddenly acutely aware of his disheveled appearance, and idly wondered if it was at all possible to just melt with shame.

"Ah, Dr. Wheatley," Atlas said, his deep voice cultured in a way Wheatley could only dream of ever achieving, "I heard you had finished your task. I was just coming to find you."

His mouth curling in a rictus grin, Wheatley forced out a laugh he straightened, his hands snapping down to his sides. "Ah, n-no, no, Dr. Atlas! No need for you to, ah, trouble yourself. As you can see, I'm right here, just about to knock on the door," he said, gesturing with his still-closed fist. Wheatley jerked his fingers apart and ran them through his hair, giving another nervous chuckle.

Atlas smiled. "So I see," he said, his tone warm. He stepped back and extended his arm inside the room. "Well, since you no longer have to worry about knocking, why don't we both go inside?"

_No no no no no no no no no no no no no no no no no no no no no no no!_

"Of course, Dr. Atlas," Wheatley said, trying to walk through the doorway with as much dignity as he could manage.

The entire Aperture facility was designed to look clinical and sterilized, with fluorescent lighting and plain walls. This room took it to a ridiculous level, the walls, ceiling, and floor blending together in an edgeless white. There were only three pieces of furniture in the room, all of which were also white: two office chairs that could have been plucked from any other room in the facility, and a massive one that looked to have been constructed with restraining an infuriated gorilla in mind.

Strapped to the third chair was a young woman, maybe mid-twenties, slumped with her head down and her dark brown hair covering her face. Against the unrelieved white, her orange jumpsuit was almost painful to look at. Her bare feet dangled a few inches off the floor, and she was absolutely motionless.

Motionless, that is, until Wheatley took a seat in the chair furthest away from her. Wheatley heard her give a sharp sniff, and her head snapped up, her strange-colored eyes boring into him.

Wheatley swallowed again and smiled, hoping it didn't look as trembling as it felt. "H-hallo, m-miss! How-how are you? Doing? Today?" he asked, his hesitance blatantly evident.

Her eyes narrowed to slits, and her lip curled away from her teeth in a silent snarl. Wheatley's stomach felt as if it had suddenly shriveled up and died.

Atlas chuckled as he closed the door. Walking to the remaining chair, he picked up a clipboard from the cushion and took his seat. "That's the first time she's reacted to any stimuli since you went to tend to GLaDOS," he said. He looked at the woman. "Hello, test subject. Are you prepared to cooperate today?" he asked.

The woman never stopped glaring at Wheatley. "I am always prepared to cooperate, doctor," she said, her voice hoarse from disuse.

Wheatley couldn't meet her eyes for more than a few minutes at a time. His eyes darted everywhere, trying to find something – anything – to look at that wasn't her.

Atlas smiled and said, "Yes, of course. Will you answer my questions?"

The woman ignored him. "While you've always appeared to use your personal hygiene as an assault against my senses, I would like to applaud your particularly notable efforts today," she sneered at Wheatley, her voice getting stronger and more smooth. "I think I can actually _taste _how bad you smell from all the way over here. Did you actually manage to forget you to dress yourself? Believe me, it wouldn't strain my credulity very much if you admitted you had."

Wheatley's eyes narrowed for a split second, but he chased away the flash of anger and shame. He set his teeth together, refusing to acknowledge the woman – he was _not_ going to get drawn into bickering with her again. _And this time, I mean it. So don't mind me, I'm just a fly on the wall. Just a tiny, unnoticeable presence, nobody important. No need to acknowledge me whatsoever._

"I'll take your lack of an answer as agreement. I can't think of a single other reason why you aren't launching into an idiotic diatribe."

As always, Atlas did not interfere, his only reaction being to take notes. _He_ says _it's for Science, but sometimes I get the feeling he just likes watching me get humiliated,_Wheatley grumbled inwardly.

Undaunted by his silence, the woman kept up her verbal attack. "I suppose I should thank you for finally learning to keep your mouth shut. If the rest of you is any indication, your breath could probably peel paint," she said.

A small muscle began fluttering in his cheek as Wheatley's jaw tightened. _I won't respond, I won't respond, I won't respond, I won't respond..._he chanted.

"Admit it. You're not being polite, are you?" the woman asked scathingly. "You don't care anything about my delicate sensibilities. Your tiny little brain just can't come up with a response yet. Don't worry, moron, I'll wait."

"I'm not a moron," Wheatley snapped automatically, glaring at her. A split second later, he remembered himself and looked away, hunching his shoulders.

"Yes, you are," the test subject insisted.

"Well, if I'm such a moron, why can't you do something as simple as answer a bloody question, hey? It's only taken you a month-and-a-bloody-half to get to page three!" Wheatley retorted.

The woman sneered. "Because if I can remember my Unique Identity Number (Plus Letters) – 90ef0f7f7e10289f221811cb659f ff14a48055ff99b378185212d9b6 632732d4, by the way – letting you know Franklin's favorite letter is 'q' isn't worth my time. Not that I would expect a moron like you to understand that," she said scathingly.

Wheatley's lips thinned. "I am _not _a moron," he growled.

The woman's expression was more a baring of her teeth than a smile. "You _are_ a moron. A _smart_ person wouldn't have just been standing in the middle of a hallway, trying to figure out why the alarms were going off. An _intelligent_ person would have _gotten out of my way _and not tripped me up and ruined my escape," she said, her voice sharp enough to cut. "The next time I get free, you can rest assured I'll kill you before I go, just to make sure it doesn't happen again."

"Oh, for the love of – !" Wheatley started, running a hand over his hair. "For the last time, _I'm sorry!_ If I'd _known_ you were a bloody violent lunatic with the emotional stability of a house of cards in an earthquake, I'd have _helped_ you escape!" He met her eyes, frowning. "And I don't know where you got this idea that I _intentionally _let you blunder into me, but I didn't! I'm not that kind of person!" he added plaintively.

"Of course not. You may be a moron, but you're smart enough to be a coward, too."

"I am _NOT _a moron!" Wheatley snarled. He blinked, realizing he had half-risen from his chair, his hands balled into fists. Swallowing, he forced open his hands, settling back into his chair. He looked at the test subject, whose knowing smile sent a chill down his spine.

She'd been goading him, again. And he'd almost fallen for it. _Again._If he'd gotten close enough to actually hit her...

Just because she was strapped to a chair did not mean she was not dangerous if you happened to get in range. There was empirical evidence of that.

_Poor Dr. Henry, _Wheatley thought, looking down.

Wheatley jumped as a knock sounded at the door. Atlas narrowed his eyes, frowning as he stood. "I left explicit instructions we were not to be disturbed," he murmured, irritation edging his tone as he moved to the door.

While Atlas conversed with the interrupter in low voices, Wheatley's eyes were drawn back to the test subject, who was still smiling at him. Taking any chance to torment him, she slowly ran her tongue over her upper lip. Wheatley's answering shudder was one of revulsion.

Mostly.

"Dr. Wheatley?"

Wheatley whirled, surprised. "Yes, Dr. Atlas?"

Atlas stood with a familiar-looking security guard – Rick, Wheatley believed his name was.

Rick "No-You-Can't-Leave-The-Room-Not-Even-to-Piss"-erson.

Atlas was frowning at Rick, the older man's face was dark with frustration. "I'm afraid we must cut our session short for now. It seems the president would like to have a word with you," he said, his expression making no secret of his opinion on this development.

At this point, Wheatley's ability to feel shock and dread gave up in disgust. "What?" he said numbly.

Dr. Atlas' frown deepened. "You heard me, Dr. Wheatley. You can't keep _him _waiting," he said sternly.

Wheatley slowly rose to his feet, pointlessly adjusting his poorly-knotted tie. "Oh. Right. Right, then," he said.

He was almost out the door when the test subject spoke.

"Dr. Wheatley."

Against his better judgment, he turned. She was still smiling at him, her hooded eyes alive with amusement. "Your pocket's undone," she said.

Wheatley looked down, and sure enough, his left breast pocket had come unbuttoned. "Oh. Well. Thank you. That's... that's very nice of you. Thanks," he said politely, quickly amending the pocket situation.

"You're welcome," the test subject replied sweetly. "We wouldn't want you to look like a _moron _in front of your boss, now would we?"

Her mocking laughter followed Wheatley as he stormed out of the room before it was cut off by the door slamming shut. "_I_ look like a bloody moron, hey?" Wheatley grumbled to himself, "What kind of freakshow has yellow eyes, anyway?"'

* * *

****A/N:**So, yay, finally done with this chapter. I practically LIVED on the Half-Life wiki, trying to get all the details right, but if I got something wrong let me know. (And no, Greg and Jerri's appearances are not a mistake; they're completely intentional.)

(Naturally, the second after I hit "submit," I decide to double-check, and discover that P-body is canonically female.)

I would like to thank whomever reviewed the first chapter - your input was greatly appreciated!

I had a lot of fun writing this chapter. I don't feel Wheatley is quite as "Wheatley-esque" as I managed to make him in the last chapter, but it's both accidental and intentional. Accidental, because you really don't get an opportunity to listen to Wheatley have a conversation with anyone, so it was a bit difficult to figure out how anyone could get a word in edgewise. Intentional, though, because my plan for Wheatley is going to be focusing on different aspects of his personality than most iterations. Most 'fics I've read, everyone plays up the "bumbling idiot" part, as that's what makes Wheatley the most endearing. I want to explore everything else. Which is kind of why I chose the setting I did - can you guess where we are?**


	3. The Sucker Punch

_**Disclaimer: All characters property of Valve in some way, shape, or form.**_

The reception area was markedly different than any other area of Aperture Wheatley had ever been in. Though he'd had his head in his hands and his eyes closed for the past quarter of an hour as he tried to keep from going mental, he had to give the room that. If you looked at it without the looming possibility of immediate, maybe even violent unemployment in the near future, it was quite lovely. Tastefully decorated, the colors were warm and soothing, being mostly shades of brown with the odd splash of color thrown in for effect. If you could ignore the giant portrait of Aperture's president staring down at you, it was actually quite cozy.

Cozy was what Wheatley desperately needed right now. Even talking to the test subject seemed preferable to his current situation. _The_ president! _The ruddy_ president _of Aperture bloody Science! Wants to see_ ME! _Oh, this can't be good... can't be good._Wheatley perched his glasses on top of his head and drove the heels of his hands into his eyelids until spots of color began blooming.

The room was as comforting aurally as it was visually. The room was insulated, completely muffling the noise of machinery and things going through pipes that pervaded the rest of the facility. Here, the only sounds were the receptionist's hands flying across her keyboard and a small fountain behind her desk.

And Rick. Rick, with his bloody rugged good looks and bloody dark hair and bloody green eyes and bloody cleft chin. Wheatley wished he could say he hated Rick for his role in Wheatley's captivity, but the truth of the matter was Wheatley felt Rick's comeliness was wasted on the bloody idiot. The prize of that particular genetic lottery should have gone to someone more deserving – Wheatley himself, for instance.

"Gotta say, buddy, you're not like I'd expect you people to be," Rick said, leaning on the wall next to Wheatley's chair.

Wheatley didn't even open his eyes. "And who's 'my people?'" he asked without curiosity.

Rick shrugged his muscular shoulders. "You know. English-types. Haven't heard a single 'cor!' or 'guvnah!' out of you this entire time," he said. "Not even a 'blimey!'"

Wheatley took a deep breath, letting it out slowly. Four days with only minimal human contact, and in the space of an hour he'd been stuck with the two people he least desired to talk to. He wouldn't want to upset either of them, however: the test subject already wanted his guts as a girdle, and Rick had to turn sideways to get through most doors. "'Cor,'" Wheatley mumbled listlessly.

Rick gave a chuckle. "That's the spirit, partner!" he said, chucking Wheatley on the shoulder. Though little effort went into it, Wheatley still rocked away for a moment before resuming his brooding position.

_I got all my reports in, signed every paper in my inbox. God, almost didn't finish that – had to rush it some, but finish it I did. Completed all my projects. Everything was set before I went in to the chamber, so I shouldn't be behind on anything – not anything important enough the bloody_ CEO_ has to bother himself with it._ Wheatley drove his fingers into his scalp. _Rrrrgh! Think! What did you do wrong?_

"So what's the situation, Ginger?" Rick asked conversationally.

_Don't ask why he's calling you Ginger; just don't._"Beg pardon?" Wheatley asked instead.

Rick gestured with his chin to the double doors behind the receptionist's desk. "You're being called out by the big boss man," he said, "Doesn't happen without a good reason. You, uh... you done something bad?"

Wheatley sighed. "I don't know, and I don't want to talk about it. Can we... can we just, you know, sit and contemplate? Silently? Just for a while?" he pleaded.

"Yeah, sure. Silent, stealthy; thoughts. I can do that. A regular mind ninja – I've probably got a black belt in it somewhere around," Rick said.

_Good God, he's_ my _Wheatley, _Wheatley groaned.

Rick did very well for an American: a full two minutes passed without anyone speaking.

"Duh-duh-duh, _DUN!_ D-duhn dun-dun-dun, _DUN DUN! DUN!_ Duh-nuh-duh-dun, dun, dun, _dunna-dunna-dunna-DUN!_" Rick's gravelly voice drove into Wheatley's ears like a dull spike.

Wheatley finally lifted his head, glaring blearily at the blob that was Rick. "Say, mate. Normally, I would absolutely love to... do whatever it is you're doing with you. Have a whale of a time, I really would," he said, managing to keep most of the hysteria out of his voice, "Right now, however, I am in a _bit_ of a predicament, yeah, bit of a troublesome spot, and would _greatly _appreciate just being left alone to think." Wheatley frowned down at his knees. "Have to admit, I never thought those words would ever come out of my mouth, but there you go," he admitted. Looking back up in the general direction of Rick's face, he squinted, trying to pass it off as macho instead of myopic. "Why don't you, I don't know, go hit on the nice, pretty receptionist or something?" Wheatley finished.

The sound of typing abruptly ceased, and even with his glasses off Wheatley knew the look he was getting from the receptionist was a bit on the chilly side – the same way the ocean was a bit on the damp side.

Rick chuckled. "I like your style, Ginger – you'd be an good wingman!" he said, clapping Wheatley on the back hard enough to knock the lanky man's glasses back onto his face. "But I've got my orders, and I can't be more than five feet away from you at any given time until you're in front of the _el presidente_, as the _el-Latin-o _people would say," the guard said, his mourning tone revealing a great sense of personal sacrifice. He gave the receptionist a considering look. "Don't suppose I could talk you into sitting any closer to the desk, buddy?" he asked in a whisper that could only have been missed by someone on the opposite end of the facility.

Now that Wheatley could see, he was well aware of the arctic look he was getting from the general direction of the reception desk. "Um, no, sorry... I, uh, it's plenty comfy here, in this particular chair, if you don't mind. Sorry," he said weakly, straightening his glasses. The receptionist gave him a frigid smile of gratitude.

"That's too bad, buddy. Might have to reconsider that whole 'wingman' deal." Undaunted, Rick flashed his best smile in the receptionist's direction. "Don't worry, gorgeous. We'll have plenty of time for a little 'you-and-me' once ol' Ginger here gets in with the Big Man," he said.

Had there been a championship league of eye rolling, the one the receptionist gave would have qualified her for the hall of fame. The rapid-fire hitting of keys resumed as she ignored the pair of them as hard as she could.

"So what's got your shorts in a twist?" Rick asked, looking back at Wheatley.

_Alright, God. You've gotten me back. I get it. You can stop making him talk to me, now._ "'What's got my shorts in a twist?'" Wheatley parroted. He gave an incredulous huff, running a hand over his hair. "You don't seem to understand, mate. I'm going to go through those doors, and the bloody CEO is going to decide not only whether or not to let me stay with the company, but also whether or not my skeletal system wouldn't serve a much better purpose as an ice breaker in his torture dungeon!" He pointed at the painting. "Would you want_ that_man making such big decisions about your future?"

Rick eyed the portrait critically. "You may have a point there, Ginger," he concluded, "Man definitely has a whole heap o' crazy clogging the ol' brain tubes. Don't think he's gonna kill you, though."

Giving a small laugh, Wheatley leaned back in the seat, rubbing the back of his neck. "You may have a point there, mate. Perhaps I _am_just overreacting a tad," he admitted.

"I mean, I don't think I've heard of him killing anyone since his last secretary."

Wheatley bolted upright. "_Since what?!_" he demanded.

Rick shrugged again. "They _say_ he didn't just fire his secretary, he _murdered _her," he said in a low voice. "Cut off her head, right there in his office, then hid it on one of the lower levels." As Rick paused to hitch up his gun belt, Wheatley felt chill fingers of dread run down his spine. "Yup, they say if you're quiet enough, you can hear her walking around the halls, trying to find her missing head."

"Y-you're pulling my leg, right? Having a go at me?" Wheatley asked tremulously.

Rick's face broke out in a broad grin. "Naturally, Ginger. Come on, what's he going to cut off her head with? His keyboard?" he asked, giving a hearty laugh.

Despite himself, Wheatley managed a chuckle. "Yeah, yeah, you're right," he said.

Rick's guffaws slowly lessened, and he wiped tears away from his eyes. "Besides, everyone knows he stabbed her with his letter opener," he added.

At that point, Wheatley decided ignoring Rick was the best option. Wheatley rubbed his face with both hands, wincing at how his stubble – really, it could probably be considered a proper beard at this point – rasped against his palms. What he wouldn't give for just five minutes to splash some water on himself. Bloody hell, he'd wrestle _Rick _for a stick of deodorant at this point.

"So is it true what they say about you people? That you got no souls?" Rick asked.

Wheatley stared up at him, not able to follow with the sudden change in topic. "What, British people?" he said.

Rick looked at him like he was crazy. "No, gingers," he clarified.

For a long time, all Wheatley could do was stare. _It just never ends, does it?_ "My hair is _not _ginger. It's... it's, ah, more of an 'apricot,' really, if you want to continue along the chromatic theme of 'edible plants,'" Wheatley said, hating how defensive his voice sounded.

Rick pursed his lips, considering the top of Wheatley's head. "Sorry, buddy. Gotta call it like it is. I know you English-types don't classify things the right way – _football_ is when you carry it, _soccer _is when you kick it – but you're definitely a ginger," he said, giving a decisive nod.

Wheatley found he couldn't even get angry; the man obviously had no ill intent, he was just too stupid to know he was being ignorant. "Look at my face, mate. Do you see any freckles, hey? No. Therefore, _not ginger_," Wheatley said slowly.

Rick shook his head. "As your people would say – English, not gingers – 'Cor, blimey, me old china, pip-pip, top o' the morning to ya, how 'bout a spot o' tea, throw a shrimp on the barbie!'" he said. He was visibly proud of his mastery of another language, even if his accent sounded like he'd retrieved it from a trash compactor.

Wheatley's jaw dropped. _Did he just... is he...? Does he honestly believe people talk like that? That ANYONE talks like that? Man alive, he's serious, isn't he? _he thought, dumbstruck.

Before he could recover enough to respond, the doors to the office burst open, and a young man – if he was older than twenty, Wheatley would eat his own sock – stormed out. "He fired me!" the man cried, his voice cracking right down the middle in his fury. Wheatley felt his face drain of color as he watched the sandy-haired lad stomp past him, ranting in his squeaky voice. "I can't believe that bastard fired me! _After what he did!_I'll show him! I'll show him what happens when you mess with – "

The receptionist cleared her throat, drawing Wheatley's attention. "Mr. Wheatley? You can go in now," she announced.

Wheatley shot to his feet, then wavered as a wave of dizziness hit him. _Oh, God... this is it. I'm going to die. I'm going to get fired. I'm going to die,_ then _get fired. _Swallowing back the bile threatening to climb up his throat, Wheatley made his trembling way to the set of double doors beyond the receptionist's desk. Rick followed Wheatley until he drew even with it, then stopped. "Good luck, Ginger!" he called, then leaned heavily against the desk, giving the receptionist what he must have thought was a seductive look.

"Hey there, pretty lady – "

Wheatley heard the receptionist reply as he walked into the office ("You say one more word, and I'm going to take this telephone cord and garrote you with it"), then the doors eased shut behind him. Wheatley froze as he heard the latch click into place, officially trapping him inside.

Where the reception area was lush, the president's office was extravagant. It continued with the brown color scheme, but was highlighted with precious metals and richer materials. A massive oak desk dominated the center of the room, and seated behind it was the President and CEO of Aperture Sciences himself.

Wheatley met the man's ice-blue eyes and instantly knew he was doomed.

Douglas Rattmann looked Wheatley up and down and was visibly unimpressed. "Any reason you're presenting yourself to me in this state?" he asked, his tone cold enough to freeze water. With his white hair and beard and those ice blue eyes, Wheatley could not decide if he looked like a judge passing down a death sentence or Death himself, come to collect.

Wheatley adjusted his tie, clearing his throat. "Ah, j-just got done in the Central AI Chamber, sir. Where I was backing up GLaDOS? I, uh, couldn't leave while the program was running. Um, f-for four days. And wh-when I was told you wanted to see me, sir, well, I, uh, I came here right away. Um, sorry. Sir," he stammered.

"Oh. Dr. Wheatley. Right. Have a seat," Rattmann said in a clipped manner, indicating the seat in front of his desk.

By some miracle, Wheatley made it to the chair without fainting, though he didn't so much "sit down" as "perform a controlled collapse onto the cushion." The chair was designed to sit lower than the desk, presumably to give Rattmann the advantage of height, but with Wheatley it just evened them out.

_Mr. President. How might I be of service today?_

The words rang in his mind, but his mouth was having none of it. In the face of that icy stare, all Wheatley could do was gape like an idiot.

Rattmann pushed a trio of papers forward on his desk. "Dr. Wheatley, could you kindly explain what these are?" he asked, his voice deceptively mild.

Wheatley craned his neck to look the papers over, but the chair was set just an inch or so too far back for him to read anything. Clearing his throat, he gave Rattmann an abashed smile and lifted himself into a half-stand, leaning in far enough to read while keeping the rest of him as far away from the desk as possible.

"Um, it, ah, it looks like blueprint acceptance and construction commencement forms, sir. For, ah, test chambers, sir," Wheatley said.

Rattmann nodded. "Very good. Yes, they _are _test chambers. Now, can you tell me whose signature is on the bottom of these forms?" he asked.

Wheatley broke out into a cold sweat, his clothing starting to cling to him. "That, ah, th-that would be mine. My signature, sir," he answered, his voice losing more strength with every answer.

The man across the desk made a small noise, nodding again. "Right. Next question. Can you see who authorized these forms, Dr. Wheatley?" Rattmann asked, steepling his fingers in front of his face.

Desperately scanning the page, Wheatley clenched his fingers on the chair cushion to keep from wiping the sweat off his brow. He had a brief moment of hope when he spotted the _AUTHORIZED BY _block, but that hope crumbled to ash and became fuel for Panic Mode as he read the signature next to it.

His throat seized shut and his heart kicked into overdrive. Wheatley did manage to wheeze out an answer as he slumped back into the chair, but even he had to admit it was unintelligible. "Sorry, couldn't hear you. Could you say that again?" Rattmann said darkly.

It took Wheatley a moment to work enough moisture back in him mouth to answer again.

"C-C-Cave... Cave J-J-Johnson, sir," Wheatley rasped.

Rattmann's eyes hooded as his expression hardened. "Excellent. Now, could you tell me what _my_name is?"

"D-Doug... M-Mr. Douglas R-Rattmann, sir."

"Wonderful." Rattmann leaned back in his chair with the same casual air as a wolf has while its packmates are circling around the back of you. "Last question, but it's a fairly important one. Mr. Johnson – small man, creaky voice; you may have seen him running out of here crying – Mr. Johnson could not answer this question, so I had to immediately terminate his employment," he said. Wheatley began to fidget.

Rattmann's sudden glare froze Wheatley in place. "_Why_ did you begin the construction of what appears to be an enormously expensive trio of test chambers on the authorization of a _junior claims representative?_" the president hissed.

Wheatley's mind worked frantically. _Oh God, oh God, oh God, oh God... What do I say? Quick! Think of something! Think of something to say! Why are you focusing on telling yourself to think of something to say instead of thinking of something to say?! THINK! Oh, God, that's it; brain is a no-go... Oh, God, I can't think of anything but how fired I am. I am fired. I am so fired. So fired, you might as well rename me Crispy McBurntarse. Um, well, mind's spent, out of options. Hell with it, I can't go gently into that good night; have to go down swinging: mouth, you have any inputs?_

"H-he wanted to test GLaDOS," Wheatley blurted.

Rattmann stared at him. "What?" he asked, his voice flat with disbelief.

_What?! That's the best you come up with?! You really_ are_ a moron, aren't you?! Oh, God... aw, hell. Roll with it, roll with it! _"Yeah – I mean, uh, yes, sir," Wheatley said, forcing himself to lean back in the seat. "He, uh, s-said that... t-to keep Aperture's, ah... o-over... overheads down, um, might be a good idea to, uh, ensure GLaDOS can build secure chambers. Safely."

Wheatley fought to keep his face smooth as he panicked inside. _He's not fooled. Oh, man alive, he's just glaring at me. Oh, God, I just noticed he's got a letter opener on his desk. I am a dead man._

The silence was shattered as Rattmann exploded from his seat. "These test chambers are garbage!" he bellowed, snatching up the papers and throwing them at Wheatley. "These wouldn't test a six-year-old, much less GLaDOS! One of them appears to just be a series of hard-light bridges spelling out 'L-O-L!' That's not a test, it's a waste of my money!"

Wheatley flinched away as the papers fluttered around him, but his mouth again stepped to the plate. "Of course they're not going to strain _GLaDOS'_ capabilities, sir," he said quickly, pressing his palms together and splaying his fingers as he pointed them at Rattmann in a placating gesture. "They're, ah, more to see whether or not she'll make _any _test chambers, or just not ones that involve mortal peril."

Rattmann paused, and Wheatley found himself holding his breath and praying. After a long moment, Rattmann finally retook his seat, a thoughtful frown curving his mouth. "That's actually a very good idea," he murmured, more to himself than Wheatley. "See where the boundaries are; where we'll have to start working."

Wheatley started breathing normally again. _Oh, there is a God, and He's finally smiling down on me._

"Of course, everything that came out of your mouth just now was bullshit."

_Get bent, you bearded old twat._"B-beg pardon?" Wheatley stammered.

"If this _were _some half-baked plan the two of you came up with, why would Mr. Johnson not reveal this to save his job?" Rattmann asked slyly, running a hand over his silver beard. Wheatley swallowed hard.

He opened his mouth to say something (though he felt he had abused the Hail Mary thing a bit too far), but Rattmann waved him to silence. "Doesn't change what I said earlier, though. It is a good idea," he said. He began drumming his fingers on the desktop. "I _should _fire you. I want to," he began, "But we still need you for the GLaDOS project."

Wheatley perked up. "What? I mean, uh, yes. Yes, sir. Thank you," he said. Rattmann's answering glare let him know what audience participation was neither necessary nor encouraged.

When he was sure Wheatley was going to be quiet, Rattmann continued, "As I said, we still need you. But your job is not secure, Dr. Wheatley. I _suggest _you go down and perform this 'test' immediately."

Wheatley sprang to his feet. "Yes, sir. Right away, sir. Thank you, sir," he babbled, backing towards the door.

Rattmann's nose wrinkled. "On second thought, perform the test immediately _after _you've cleaned yourself up," he said.

"Yes, sir. Thank you, sir," Wheatley said. He jumped when his back hit the door, then whirled, opened it, and bolted through as fast as possible. He slammed the door shut behind him and leaned against it, panting as if he'd sprinted a mile.

Rick looked up from where he was sitting on the receptionist's desk. "How'd it go, Ginger? Do I have to escort you off the property?" he asked with what Wheatley felt was maybe an inappropriate amount of enthusiasm.

"No, no... um, not necessary; still employed. And, thank God, still very much alive, as you can see... I'd say things went pretty well," Wheatley said breathlessly. He gave the receptionist a sheepish smile. "Much as I would love to leave and get out of your hair, I'm afraid my knees have gone a bit useless on me, and if I try and walk right now it will be summarily followed by me, face down on the floor, having fallen. If you don't mind, I'm going to just... just catch my breath," he said. The receptionist gave a soft roll of her eyes, but there was a smile on her face so Wheatley assumed he was good to go. _One minute... just one minute to calm myself –_

_"Cave Johnson, junior claims representative for Aperture Science here. Well, _former_ junior claims representative – just found out I got laid off. Well, I'll just sneak into their recording office and let everyone know that our president, that _creep_ Doug Rattmann, is embezzling funds! Enjoy your Christmas bonuses knowing he took most of them, jerks!"_

Wheatley, Rick, and the receptionist all exchanged horrified looks, then glanced at the closed door Wheatley was leaning against.

"Well, um, breath caught, and I'd say that would be an absolutely brilliant signal to _runohGodweneedtogetoutofhere run!_" Wheatley cried, bolting for the exit.

Rick was hot on his heels, though the large man did turn to call over his shoulder, "Sorry to run, beautiful, but I'll pick you up at eight!"

The two burst out of the reception area and darted as fast as they could down the hallway. Wheatley had no idea where they were headed, but had to admit the destination was unimportant at the moment as long as the direction was _away_. He looked over at Rick, who was grinning wildly.

A thought occurred to Wheatley. "How did you manage to get from 'I'll garrote you' to 'pick me up at eight?'" he asked as they ran.

Rick snickered. "I've got a black belt in everything, Ginger! Karate, larate, tae kwon do, jiu jitsu, kick punching, belt making, and bedroom!" he said.

After the stress of the past couple hours, the ridiculousness of Rick's statement was too much. Wheatley started giggling, which soon turned into a cackle and did not take much longer to transform into hysterical laughter, trailing behind him as they disappeared down the corridor.

/

Wheatley cleaned the razor under the running water, tapping it against the sink before setting it to the side and shutting off the tap. Drawing the towel from around his neck, he dried his face, and let out his breath in a soft, happy sigh. _Oh, man alive, what a difference being clean makes, _he thought, replacing the towel on his shoulders and leaning against the sink to inspect himself in the mirror.

Bags under red-rimmed blue eyes, _apricot _hair still damp and mussed (not that it was any better behaved dry), his face having just a shade more color than your average corpse... He was by no stretch of the imagination what you would call "handsome," but he felt he managed to pull off "strangely attractive" rather well. And he was certain that there was at least one woman somewhere who preferred tall-and-scrawny to big-and-brawny; they just weren't within a fifty-mile radius of Wheatley. Still, he was washed, shaved, and had a change of clean clothes waiting for him – he felt ready to take on the world. He gave his reflection a grin, trying to mimic Rick's dashing smirk, but quit when he realized that he looked like an idiot when he did it.

Pushing away from the sink, Wheatley padded over to the row of lockers adorning the far wall, weaving around the wooden benches on the floor between. As he opened the locker and bent to access the inside, he kept a careful hand on the towel encircling his waist – he'd never got the hang of how to properly get it to stay in place. He made a face as he pulled out a clean uniform that was identical to the one he'd just spent four days in. There wasn't much variety in Aperture brand clothing: it was either lab coats or jumpsuits.

And you did _not _want to be dressed in a jumpsuit.

Making absolutely sure to transfer the precious thumb drive to the pocket of his new uniform – getting all the way up to "septuple-check" before convincing himself he was being ridiculous – Wheatley quickly dressed, then bundled his soiled clothes into the Aperture Science Convenient Expediency Transporter Launderer and Incinerator Chute. Running a hand over his hair, Wheatley sighed. _Back to work with me, then._ He gave the locker room door a rueful look. _A quick lie-down would be tremendous, though._

He wooden benches caught his eye, and he paused consideringly. He shook his head, dismissing the thought. _Were I Doug Rattmann, I'd be looking for some poor bastard to take it out on, and with how things have gone so far today it would be just my luck to be found tuckered out by Rat Man himself,_ he mused, heading for the door. He cringed as a hearty grunt and a splash came from one of the closed bathroom stalls. _Besides, be just the slightest bit awkward to lie down for a bit of a kip while listening to that._

Exiting the locker room, Wheatley nearly tripped over the small child sitting just outside the door. She was in the middle of the alcove between him and the freedom of the hallway. She looked up from the massive book in her lap to stare at him disinterestedly. "Oh! Um, hey, there, little girl," Wheatley said, straightening, "What, ah, what are you doing? Here?"

"Reading," the girl said simply.

Wheatley felt a moment of chagrin; state the obvious, why didn't she? "Right, right you are... reading a bloody big book, too. Always liked books, myself," he said with a breathy laugh. "Um, to clarify, I should state I'm more curious as to _why _you're reading here."

The girl stared a bit longer, then shrugged. "I'm different," she said.

Wheatley felt the awkwardness of the situation kick up a notch. "Right," was the first thing he could think to say. After a moment or two, his mind helpfully provided him with supplemental conversation tactics. "Um, what are you reading?"

Brushing a lock of auburn hair behind her ear, the girl gave another shrug. "Greek mythology," she said.

"Oh, brilliant, that is. Grecian mythology. They have a very colorful folklore, the Greeks," Wheatley said in a sagely manner, nodding. There was a beat of embarrassed silence. "What story are you reading, then?" he added.

"Epimetheus."

_Of course. All the majorly popular stories available, and she had to pick the one I_ don't _know._ "Oh, Epimetheus, hey? Very, um, very _influential _lad, he was," Wheatley said, appealing to vagueness to hide his ignorance.

The girl wasn't fooled. "He's Prometheus' brother," she informed him, "He used up all the gifts he had on the animals, and didn't have anything left for humans, forcing Prometheus to steal fire from the gods." She flipped the page, and there was another painful pause as she read. "In revenge, Zeus tricked him into marrying Pandora. When she opened the box Zeus had given her and unleashed evil out onto the world, Epimetheus was the one who closed the lid, trapping the last monster inside: Eplis, who would have given man the foreknowledge of everything that would ever happen to him. By keeping her imprisoned, Epimetheus allowed mankind to preserve Hope, and keep going in the face of all the evils Pandora unleashed," she finished helpfully.

"Ah, that one! Old Epi... Epi-ah..." Wheatley gave up trying to pronounce the name, "Always a classic; one of my favorites." He bobbed on the balls of his feet once or twice in a show of nerves, thinking. "Right, um, apparently my earlier clarification wasn't as illuminating as I would like, so, ah, I suppose I'll try to refine my query further: What are you doin' reading outside of the men's room in this facility?" he asked pointedly.

"Your pocket's undone," the girl said.

Wheatley looked down. "Always forget that one," he said, lifting his hands to fiddle with his left breast pocket. Once it was buttoned, he smoothed it flat with his hand as he frowned at the girl. "While I appreciate the head's up, that's not really an answer to my previous question, is it?" he said.

The bathroom door sprang open, and Wheatley dodged just in time to avoid being flattened against the opposite wall. A stocky man with dark red hair clumped into the hallway, growling, "Alright, Des, Daddy's good to go."

The man pulled up short, glaring up at Wheatley. "What are you doing with my daughter?" he demanded.

A synapse sparked in Wheatley's brain, and he abruptly remembered that he hadn't always been trapped in GLaDOS' chamber. Memories came flooding back. _Oh, right: Bring Your Daughter to Work Day. That's today, is it? _Adjusting his tie, Wheatley gave the other man his most disarming grin. "Well, uh, I was making sure your darling little girl here wasn't all by her lonesome. Be a tragic thing if she went missing, hey?" Wheatley said.

The man's eyes narrowed dangerously. "And what do you mean by that?"

Wheatley had a nagging suspicion he should just stop talking, but his mouth had gotten used to a certain degree of autonomy. "Well, I mean, little girls go missing all the time. You think, 'Oh, hey, my little angel will be fine just for a minute while I pop off into the next aisle to get a can of peas,' next thing you know, you're on the six o'clock news, begging the kiddy fiddlers to bring her back," he said.

When Wheatley regained consciousness, he was sprawled on the linoleum floor, trying to force his eyes to focus. The stocky man screamed and ranted as he was led down the hallway in handcuffs by security, his strange daughter trailing apathetically behind him.

Rick squatted down next to Wheatley's head, his expression one of concern. "You alright, Ginger? I saw the whole thing. Gotta say, not too impressive on your part," he said.

Wheatley was about to ask what "thing" Rick was going on about when his nervous system abruptly resumed function, and the only thing he could do was groan as pain exploded from his jaw. Rick patted him on the shoulder in conciliatoriness. "Don't worry, Ginger, I know what to do," the muscular man assured Wheatley as he offered an ice pack, "I mean, I never got knocked out myself, but I've had to help guys who've fallen victim to my kick punches."

Wheatley accepted the pack and placed it against his jaw, pushing himself into a sitting position, sighing as the chill numbed the pain. Rick gave him a wry smile. "Just not your day, is it, Ginger?" he asked, his voice thick with humor.

It hurt too much to talk, but Wheatley felt his answering gesture was reply enough.

* * *

****A/N:** I think I'm going to have to start sliding up the "Rated _" scale... things are starting to get spicy.

It's amazing to me how wrapped up I get in writing Wheatley. I might have mentioned before, but I have a general plan of what I want to happen in a chapter, and I try not to go over seven or so pages, just to keep the chapters at manageable lengths (I'm doing _real_ well so far). Then I start writing Wheatley's dialogue, and the next thing I know I'm on page six and I haven't even gotten to the first major plot point (that's a literal example of what happened with this chapter).

I would like to apologize if I offended anyone with some of the things in this chapter - I recognize that not everyone will find calling God a "bearded old twat" as funny as I do. I'm not trying to be disrespectful, but it just seemed in character for someone who's had a day like Wheatley has.

I also like how things I _don't_ have planned tend to pop up. I knew I wanted the little girl/Oracle Turret to make her appearance in this chapter, and I knew I wanted her to be redhead/Anger Core's daughter, but I had no idea how I wanted to end the scene. Then, as I was listening to an interview of Stephen Merchant (I'm both fascinated with his voice and use it to keep Wheatley in my head), he said the words "kiddy fiddler," and, having never heard the phrase before, I fell in love with it and was inspired as to how to end the chapter.

Anyway, yes, this 'fic is so far set in an alternate universe - I didn't want to tag it as such, because I didn't want to spoil anything. I wanted to preserve that moment of, "What's going on here?" so prevalent in the second chapter. I'm also having a blast creating human versions of all the mechanical characters from Portal.

Like Rick. God, I had fun with Rick. I may not have gotten him spot-on, but whenever I wrote him, I couldn't get the image of a stereotypical American out of my head. He's godawfully sexist during his five minutes or so of dialogue during the game, but at the same time so wonderfully charming about it you can't manage to get angry with him. I wanted to preserve that, but it's a bit difficult to do from the perspective of a beta male. So I figured to try and portray my native stereotype while having him perpetuate other stereotypes. Everyone loves to laugh at stupid Americans.

_Prejudice!_

I hope you all are enjoying reading this as much as I am writing it. Please, if it's not too much trouble, kindly drop me a note to let me know what you think - good, bad, I don't care. I love hearing people's opinions of my work, whatever they are.

To the people who have already commented: Thank you!

_EDIT:_ It's recently come to my attention that not everyone knows what the hell I'm doing here, and I'm sorry for any confusion. I intentionally switched Rattmann and Johnson's positions, as this part of the story is set in an alternate Perpetual Testing Initiative (PeTI) universe, where Cave Johnson is just some lowly grunt and Doug Rattmann is a corrupt CEO. Again, sorry if I left anyone behind - I'm usually the last person to ever know things, so I just thought it a universal truth that everyone would already know what I'm talking about.

Don't take that to mean I'm making fun of anyone but myself, it's just a comment on how I don't exactly have my finger on the pulse of popular entertainment. For example, I only played the original Portal for the first time about two months ago.

That's not a joke. I'm literally that far behind popular culture.**


	4. The Farewell

_**Disclaimer: All characters belong to Valve in some way, shape, or form.**_

"... So I'm having a bit of a chat, yeah? Trying to be friendly. When out of _nowhere_ the man goes absolutely _mental!_" Wheatley said. He gave a soft grunt as he hefted the Aperture Science Weighted Storage Cube, then swiveled his torso and craned his neck so he could watch his feet as he traversed the hard light bridge. Beneath him, a floor panel lifted up to hover a few inches below his feet as he walked, ready to catch him if he fell. "So that's where I got this lovely splash of color on my face from – from trying to be friendly," he continued, "Blessing in disguise, though: they told me to take a couple days off. Not only because of the 'getting-punched-in-the-face-due-to-one-man's-crippling-lack-of-social-etiquette' debacle, but because everything went a little bit nutty after the impromptu all-call. Rumor has it that the board of directors is convening today to decide whether or not to give Rattmann the boot."

On the far side of the test chamber, GLaDOS watched him work from her giant monitor. Her curved faceplate didn't move, but her single gray optic made jerky little movements as it followed his progress. Many thought that GLaDOS simply watched _through _the screen – Wheatley had no idea how that was technologically possible, nor how anyone could miss the pinhole cameras set into the edges of both this monitor and its mate in GLaDOS' chamber.

Much to Wheatley's relief, GLaDOS had indeed been willing to construct the three test chambers. Solving them had been laughably simple, even though they ostensibly required an Aperture Science Handheld Portal Device to complete (and no one was willing to pass that out yet because no one knew if the damn thing would work without collapsing reality in on itself).

Wheatley felt the tension ease from his shoulders as he his feet left the bridge and landed back on solid metal. In theory, hard light bridges were perfectly safe, and Wheatley was comfortable with that. It was being able to see _through _the bridge and realize just how high you were off the ground that he had a bit of an issue with. Letting out his breath, he peered around the cube and located the 1500 Megawatt Aperture Science Heavy Duty Super-Colliding Super Button.

"There you are, love," he said, tipping the cube out of his arms and onto the button. Across the room, the circular door slid apart, revealing the shimmering Emancipation Field. Wheatley glanced at the monitor just in time to see GLaDOS finish a tiny shudder. Wheatley leaned against the top of the cube, grinning slyly. "Second time today. Let it be said: contrary to popular belief, Stephen Wheatley _does _know how to please a woman. Repeatedly, even," he said, forming a gun out of his thumb and forefinger and making a clicking noise with his teeth as he "shot" at the screen. GLaDOS swung her GL core in an accurate imitation of an eye roll, which was rather impressive for what was essentially a monocular box.

Straightening, Wheatley stepped onto the victory lift GLaDOS provided and was gently lowered to the ground. "Thank you," he said, heading for the exit.

Wheatley caught a strange flicker of motion out of the corner of his eye. He whirled, standing stock still as he tried to spot any movement. Nothing seemed out of place. Wheatley waited a moment longer, but when everything continued to not move he forced himself to relax. "Just jitters," he told himself with a small laugh, turning back to the exit. "Guess I should be glad no one but you saw me jumping at shadows, hey?"

"You know, it wasn't just s'posed to be just me today," Wheatley called over his shoulder as he walked. He hesitated before the Material Emancipation Grill – _God, please don't let it emancipate anything off me_– then closed his eyes and took a huge step through. There was an odd prickling sensation as the field passed over his skin, causing his hair to stand on end, but other than that there didn't appear to be any reaction. Wheatley opened his eyes and did a quick check of himself, smoothing down his hair. "Ah, another successful door usage on my part. Well done, me," he congratulated himself, then continued into the lift.

"Yeah, anyway, Jerri was supposed to be down here with me," he said as the lift car began to rise, "She never showed up where we were supposed to meet, so I had to go looking for her – it's why I was just a _fraction_ of a second late, getting this started. Took me ages to find out she was shut up with everyone else in _room 44-44_," Wheatley said, laying a mocking emphasis on the room. He put his hands on his hips and looked up, his expression one of plaintiveness. "D'you know that is the _one_ room in the entire department I've never been allowed into? And I'm the _only_ one not allowed in it? I mean, I know I'm just a tech-3, and it'd be fine if only the big boys got to putter around inside, but they've got _janitors_ wanderin' in and out of there. But whenever _I _try and peek in, alluva sudden it's, 'oh, top secret, this is – absolutely classified.' Bit insulting, really," he complained.

He shrugged as the lift slowed. "Haven't even been able to hand off your backup – don't worry, it's still safe and sound in my possession." He patted his left breast pocket. "Have it on me at this very moment, as a matter of fact. Anyway, she wouldn't come out – apparently they're _this close _to completing the project and can't be bothered, so now I've got to do the initial run-throughs of these test tracks on my own. Well, assisted of course with what help you can provide – much appreciated," he said and knuckled his forehead in salute.

The lift came to a stop, the doors hissing open and the outer shaft panel lifting. Wheatley paused to make sure it was all the way open – his forehead still had the impression of the outer frame from trying to exit the first lift prematurely – then walked into the chamber lobby. The test door cycle lock flipped, and the hemispherical panels opened. Wheatley walked into the test track, stopped, and sighed. "Really?" he said, irritation sharpening the word to a razor point.

The test chamber was bare with the exception of another button along the back wall, GLaDOS' monitor, and a column in the center of the room that was a good two stories tall. On top of it sat a storage cube, its corners peeking tauntingly over the sides. On the ceiling just to the right of the pillar was a single white panel, another one mirroring it on the floor. The rest of the room's surfaces were constructed of the regular, darker paneling material.

Wheatley walked over to the column, gently biting the tip of his tongue as he thought. "Well. This is something of a predicament," he murmured, running his hand down the pillar's grainy side. He looked at GLaDOS. "Don't suppose you can give me a hand, can you?" he asked.

GLaDOS shook her head, and Wheatley grunted. "Ah, too bad. Thought not, had to ask anyway," he admitted. "Don't worry, it's perfectly alright – it's in your programming, after all. Can't blame you for doing what you're told."

He started to look away when he saw GLaDOS give a violent shudder. "You alright? Something wrong?" Wheatley asked, his worry plain as he turned away from the column. GLaDOS ignored him, focused on something off to the side of her camera. Wheatley opened his mouth to ask what she was looking at when the monitor abruptly went blank. Wheatley's head twitched back in surprise, and he couldn't help the small noise that accompanied it. "Odd, that," he said after a minute.

Putting it out of his mind, Wheatley faced the column and rested his weight on one foot as he rubbed his chin in thought, his other hand planted on his hip. "No other puzzle elements in the room, so there's no kind of victory lift or unstationary platform to activate," he mused, "No bridges or excursion funnels, so you're not supposed to be able to raise yourself up to it." He snorted with disdain, dropping his hands. "Looks like the purpose is just to drop down and try to grab the cube as you're falling. Really straining the ol' cognitive process, that is."

Wheatley circled the pillar, his thoughts going straight from conception to vocalization. "Well, if I had a portal gun, it'd be simple. As it is, leaves me with a bit of a headscratcher, hey?" He reached out and trailed his fingers along the thing's surface. "Seems to be one solid construction, no cracks or edges to use as handholds. Makes sense, really – s'pose if you have a portal gun, what d'you need climbing aids for?" Wheatley stopped and did a quick check of the area around him. "Doesn't appear to be any sort of wiring I could use as rope for ascendance. Can't ask GLaDOS to spare me a length, either – can't ask someone who's not here, hey?"

A small pang of curiosity shifted Wheatley's mental rails. "Wonder if she could, even if she were? Does providing necessary materials count as assistance?" Settling back on one foot again, Wheatley crossed his arms, chewing on his lower lip. "I mean, yeah, purpose is to test the subjects, but you're s'posed to give them everything they need, whether they know it or not. So even though it's just them and what they've brought in with 'em, they can still complete the test," he muttered through his teeth.

Wheatley eyed the top of the column, drumming his fingers on his arm. Several minutes passed with him just standing there before a thought bridge connected, and Wheatley's fingers slowed, his eyes widening. He stared down at his lab coat. "_BRILLIANT!_" he whooped, clawing at it as he fought to get it off. Tossing it on the floor, Wheatley rolled his sleeves up to his elbows, stomping his feet on the ground to test the nonskid of his shoes. "Good enough," he decided, picking up his coat by one sleeve and facing the pillar.

He moved to stand on the white panel due to the irrational idea that it looked softer than the black ones. Putting his arms around the column, Wheatley grabbed the remaining sleeve with his free hand and rolled his wrists, coiling the cloth around his hands until he had a secure grip on it. Placing one foot on the pillar, Wheatley pushed away from it until his coat was pulled taut. Hopping experimentally, Wheatley took a deep breath, grit his teeth, and swung his remaining leg off the floor.

When he didn't immediately crash back to the panels, Wheatley let out a relieved laugh. "I can't believe it! This could actually work! I'm a bloody genius!" he said excitedly. Using the lab coat to pull himself onto the side of the column, he found that he could sort of "walk" up the side of it, after a fashion. Looking up at the storage cube, Wheatley grinned. "I'm coming for you! No, sir, can't stop ol' Wheatley when he gets his mind set on something!" he said.

His cockiness soon faded as he realized the process was going to be more complicated than he initially thought. While in theory scooting the lab coat up higher seemed an easy task, in practice the maneuver required a fair amount of dexterity. As Wheatley had the coordination of a drunken newborn antelope, he made it much harder than it had to be.

After a few slips, close calls, and banged shins, Wheatley managed to fall into a steady rhythm. It wasn't a quick rhythm, but inch by inch he managed to work his way upwards.

About half way to his goal, the entire chamber began trembling. Wheatley froze, panting. He'd had no idea that a task so simple would be so strenuous; he could already feel sweat forming at his brow, and the muscles in his arms and thighs were screaming. "GLaDOS?" Wheatley called. When he didn't receive an answer, he tried again. "GLaDOS, everything alright? What's going on?"

Still nothing. Wheatley swallowed, trying to ignore the quivering muscles in his arms. He looked up to see how far he had to go and then, for some reason he could not fathom, looked down to see how far he'd come.

Wheatley's eyes slammed shut as his breath caught in his throat. "Oh, that was a terrible idea... bloody terrible idea. Don't do that again," he said to himself. From the ground, the cube hadn't seemed that far up. From his current vantage point, however, Wheatley felt he could start seeing clouds at any minute and would not be surprised. He cracked open an eye, then immediately shut it again. "Alright, that was just as bad as the first time; don't know why I expected a change, so here's the plan: look up, _then _open your eyes, idiot."

Following his own instructions, Wheatley looked up. "Right, now just keep going, bit at a time like you have been," he coached, "and before you know it, you'll be at the top, trying to figure out how to get back down without breaking a leg – "

_Pwhop._

Wheatley's brow furrowed as he suddenly found himself staring at a strange, luminescent circle that had appeared on the white panel above him. The orange surface inside the circle rippled slowly, like a lake on a calm day.

_Pwhip._

Wheatley was now staring at his own arse.

Vertigo hit hard, causing his stomach to lurch threateningly, and it was everything Wheatley could do to not fall off the column. He closed his eyes and shook his head, trying to stop his senses from telling him he was spinning. He heard footsteps, and Wheatley looked down before he could remember not to.

Wheatley had seen a lot of things since he had started working at Aperture Science. He had seen sunshine turned into a solid surface, liquid asbestos defy gravity, and people not die in a chunky pool of gore upon connecting with a solid surface after falling hundreds of feet. As of one minute ago, he had seen the fabric of space-time rent and twisted on itself to show him exactly what his backside looked like. The thing trotting cheerfully towards him, however, completely outshone the previous entries in the "Holy-Shit-a-thon."

It was as if a shadow had gotten fed up following its person around and decided to instead strike out on its own. Perfectly flat and flawlessly black, it was simply a void in the shape of a man. There was no depth to it whatsoever, just a traveling hole where matter should be. Despite there being nothing threatening about its movements, its mere existence prompted a tendril of horror to curl around Wheatley's gut.

Contrasting sharply in full color and three-dimensionality was what Wheatley recognized as a portal device – the finished product; what the version being modified in another part of Aperture would someday be. Wheatley followed the void-man's path as it clopped over to the white panel underneath him –

Wheatley closed his eyes and shuddered, trying to scrub the image of the back of his own head out of his mind. His eyes snapped back open as there was a rush of something falling close behind him. It started off periodic, then gradually blended into one prolonged sound. Wheatley looked over his shoulder, careful to keep his labcoat taut.

The void-man was continually falling between the two portals, its momentum growing faster and faster as it did. The void-man moved, reaching for the cube, and the portal gun clipped Wheatley's shoulder. As he cried out in agony, Wheatley's hand nervelessly released its grip on his coat.

The next thing he knew, he was tumbling end over end, the world a blur around him. Wheatley began screaming, flailing wildly as he twisted and tried to stop his fall. The scream spiked in volume for a moment as his heel connected sharply with something hard, but Wheatley didn't have the time to figure out what it was as the contact drove him into a tailspin.

His tight spiral only lasted a few nauseating moments, then he slammed up against something solid and bitterly, unimaginably cold. The world slowed for half a heartbeat, then all motion abruptly ceased with a painful finality and a pair of sickening cracks. Wheatley's back connected with the floor, driving the breath from his body. His skull hit a split second later, and his vision went white for a good ten to twenty seconds before it started to fade back to normal. For several terrifying minutes, all he could do was stare at the ceiling, desperately trying to breathe as the room spun. Black tendrils edged Wheatley's vision, and his heartbeat was suddenly very loud in his ears.

_I can't move!_ he screamed in his head, _I can't move!_

Panicked, Wheatley began thrashing weakly, trying to force his limbs to cooperate. After a series of frustrating failures, he was finally able to bend his knees and lift his hands, though he couldn't make them do anything else but waver helplessly. It was enough that, had he been capable of it, he would have cried with relief.

Eventually, Wheatley's lungs remembered how to function, and he gulped down air. He dropped his hands onto the floor, chest heaving. "Wh-what... the hell... was _that?!_" he croaked the second he was able.

As if his voice was some kind of catalyst, the chamber shuddered again and Wheatley could hear muted _booms _through the paneling. Groaning, he pulled himself upright, ignoring his complaining body. Whatever he had hit had knocked him out of the line of portals, and he was now sprawled next to the column. By some miracle, his glasses remained on his face – he shuddered to think how he would have found them if they'd flown off. Wheatley looked up, and the top was bare, the cube now sitting innocently on the other side of the room with a conspicuous dent in one edge.

Wheatley gave a disbelieving huff. "Well, all things considered, that was a spot of good luck," he said. He put his hands behind him to push himself to his feet, but snatched them back with a pained hiss as a deep chill stung his fingers.

He looked down to see what he'd touched and nearly levitated off the floor in fright.

While tumbling out of the portal, he must have fallen on the void-man because the thing was lying flat (_Heh, heh_) on the floor, snapped cleanly in half at the waist. Wheatley rapidly crab-walked backwards until he was a good distance away. He stared wide-eyed at the creature, afraid it was going to leap up any second. It didn't move after a good minute, and Wheatley let himself relax a bit, figuring this meant the thing was indeed dead.

He looked up at the white ceiling tile, but shuddered and looked away before he could focus too much on the dwindling infinity of images that was showing inside the portal.

Wheatley looked back down at the void-man. "I think landing on you kept me from snapping like a twig," he said to the... he supposed "corpse" was applicable. "I'm not exactly certain _precisely _how fast we were going, but it was definitely up there as far as velocity was concerned."

The room shuddered again, but Wheatley found he was more calm this time; the talking seemed to help. "Um, sorry for, ah... that," he said, gesturing vaguely at the bisected pieces, "but I have to say, I'm rather grateful it was _you _rather than me. I mean, let's face it, if one of us had to go, better it be you, the abomination against nature and physics, than little old normal me, yeah?"

Wheatley gingerly pushed himself to his feet, favoring his left foot – the shooting pains flaring from his ankle let him know it would put up with _no _nonsense from him. He frowned down at the void-man's corpse, genuine remorse weighing down his heart. "Sorry... again," he said, "But, um... I'm thinking something rather important's going on with the rest of the facility, and I, ah, am going to have to leave you here for a tick while I go see what's going on."

He stopped as he spotted a flash of white underneath the void-man's corpse. Bending at the waist and carefully avoiding touching the creature, he tugged and teased the portal device out from under it.

Unfortunately, the device had suffered just as much damage as the void-man had. Its barrel clung to the main body by only a trio of wires, and the white casing was badly cracked all around. Wheatley grimaced, thought a moment, then straightened up, leaving the portal gun on the ground. He vaguely recalled that the device housed a miniature black hole, and wasn't too keen on picking up one whose black-hole-containing-unit had been damaged beyond functionality.

One hand braced on his knee, Wheatley went after the storage cube, his injured ankle forcing him into a heavy limp. "GLaDOS!" he shouted. "GLaDOS! Where are you?! What's going on?"

Picking up the cube would have been too much in his current state. Instead, after a moment of hesitation, Wheatley just planted his hands on its edge and, hopping forward on one leg, pushed the thing towards the Super-Colliding Super Button. Once there, it was a simple matter of just tilting the cube onto the button's surface.

The exit doors jumped apart, revealing the hazy shimmer of the Emancipation Field. Gritting his teeth against the pain, Wheatley made his ungaingly way towards it.

The test chamber had seemed cramped when Wheatley had entered, but now that he had to hobble the length of it he realized just how far five meters could be. He was only a meter away from the door when the floor panels sprang to life, blocking his escape.

Wheatley jerked back, the motion aggravating his shoulder. It started throbbing in response, and he reached up to gingerly massage it. "GLaDOS? You there?" he called, looking to the monitor. Sure enough, the AI's blank countenance hovered there. Unlike the serene movements Wheatley was used to seeing from her, GLaDOS was now plainly agitated, twitching and jerking to some sensation only she was aware of. "GLaDOS! What in the hell is going on?" Wheatley demanded.

The AI didn't answer. Instead, her monitor cut out again. Wheatley was just about to start cursing when another image appeared, this one in grayscale that he recognized as security footage. The screen showed a plain cell, only a small cot and a metal sink breaking the monotony of stone surfaces. A woman sat on the edge of the cot, her elbows on her knees and her head down. Her wrists and ankles were manacled together, and each connected by a long chain to thick metal ring set in the floor. In a flash of insight, Wheatley realized he knew this woman – it was the test subject.

Wheatley tilted his head. "Why are you showing – ?"

Before he could finish the question, the tinny sound of a cell door opening screeched from the monitor's speakers. A prim young man bustled inside, checking over his shoulder with a nervousness no innocent man would feel. Something about the scene struck an uneasy chord in Wheatley, and it took him a moment to realize he hadn't heard the cell door close again.

The man on the screen knelt next to the test subject, fumbling a set of keys out of his pocket. "Good evening, Caroline," he said, "My name is Craig."

Wheatley's eyes widened as the man began unlocking the test subject's manacles. "No! No, what are you doing?!" he shouted, taking a horrified step towards the screen. "No, don't do that! Are you mad?! She'll kill you! Stop!"

The man in the video didn't hesitate. "Mr. Rattmann has instructed me to extend his sincerest apologies for your confinement, and would like me to escort you out of the Enrichment Center" he continued, oblivious to the mounting danger he was putting himself in. "He regrets the necessity of holding you here for so long, but the fact of the matter is it was necessary for Science. Now, however, he no longer requires your services," he said, his droning voice almost drowning out the sounds of chains dropping to the stone floor. Through the recitation, the test subject didn't move.

Completely forgetting his pain, Wheatley rushed to the screen, slamming his fist on the surface. "Get out! For the love of God, _get out!_ You don't know what she's like! You're going to die, man! _GET OUT!_" he screamed.

The man stood up, looking down on the test subject. "You're free to go," he said.

The test subject didn't react at first. Then her head swiveled to stare at the man through her curtain of hair, and Wheatley knew he was about to witness a murder.

The test subject bolted from the bed, shrieking with rage. The man squalled in fear, but it was too late. The two fell heavily to the floor, almost out of view. The subject snatched something from the man's breast pocket – a pen, Wheatley realized – and, drawing her hand back as far as she could, slammed it deep into the man's throat.

Wheatley jerked away from the monitor, his hands flying to his mouth as his stomach churned. The test subject wasn't satisfied with just one stab. Again and again the pen lanced down, spraying blood with every arc. The man tried to scream, but only got out a single note before GLaDOS mercifully cut the sound. Wheatley's imagination could easily fill in, however.

He watched, helpless and horrified, as the pen plunged over and over into the man's flesh. The poor bastard's struggles grew weaker and weaker until his arms finally fell away, his body still twitching as if it refused to believe it was really dying.

When nothing remained of the man's neck but a pulped mass, the test subject calmly stood, keys in hand and her front and arms covered in gore. She tilted her head this way and that, as if studying her work. Then her face split in a horrific smile, and she darted out of view – presumably through the open cell door. The video froze.

At first, Wheatley couldn't believe what he'd just seen. In his mind's eye he rewatched the brutal killing, and for some reason the man's feet stuck with him – each stab had made them jump and kick erratically. Wheatley stared at the monitor in shock, tears springing unbidden to his eyes. As the reality slowly settled on him, he began to shake, his whole body trembling with a mixture of horror, revulsion, and grief.

"T-turn it off," Wheatley said from behind his hands.

GLaDOS ignored him. A small box began blinking at the corner of the screen. Wheatley ignored it at first, but the flashing became more and more insistent until he finally tore his eyes away from the spatters of blood. Inside the borders of the flashing box was a time code, and according to it what Wheatley had just watched had actually happened a half hour ago.

Once she was sure Wheatley had noticed, GLaDOS removed the video from the screen. Wheatley had never been more relieved to see her steady gray optic.

Wheatley forced his hands away from his mouth as he took a shuddering breath. He couldn't fall apart now – if he did, he was fairly certain he wouldn't live to recover from what was shaping up to be an epic hissy. Instead, he buried everything for later and tried to focus on something – anything – else. "S-so what you're telling me is that lunatic is loose in the facility, and has been since half-past," he said after a long while.

GLaDOS nodded.

Wheatley's stomach dropped and his mouth went dry as a thought occurred to him. "I, ah... I don't suppose..." he started, but his voice gave out in the middle of it. He ran a hand over his hair, then tried again. "I don't suppose she's decided to just leg it directly for the exit, and is now safely outside Aperture's borders, hey?"

Another boom, this one louder. The AI shook her head.

"She, ah, wouldn't happen to be... oh, I don't know; shot in the dark here, but, ah, she wouldn't happen to be... you know, looking for anyone in _particular_, would she?"

Another nod.

Wheatley clenched his eyes shut and brought his thumb and forefinger under his glasses to pinch the bridge of his nose. "She's coming to kill me, isn't she?" he asked, his voice more of an exasperated sigh than anything else.

He didn't need to see GLaDOS' nod to know the answer.

Drawing his hand roughly down his face, Wheatley forced himself to smile. "Don't see what the problem is! Well, yeah, she's a bloody nutter, but she's only one woman!" he laughed. "I mean, deranged psychotic or no, what's _one woman_ going to accomplish? We've got a crack security team! Bloody hell, we've got _Rick!_"

GLaDOS brought up another video camera feed, and Wheatley cringed away from the carnage. "What happened?!" he cried. "They're all... they're all just _lying_ there! Are... how did they...? Did _she_do this?"

_"Good evening, ladies and gentlemen."_

Wheatley jumped as Rattmann's voice flooded the room. There was a certain quality in his tone that filled Wheatley with dread: insanity, barely contained by rage.

_"You know who I am: Douglas Rattmann, founder and CEO of Aperture Science. Let me say that again:_ founder_ and _CEO_ of Aperture Science. This building, and everything in it – including your lives – belong to me."_

"Oh, this is heading in a wonderful direction, right from the start," Wheatley said.

_"I started this company because I wanted to further the cause of Science, and I have sacrificed more than you ungrateful bastards will _ever know _to make sure this company flourished._

_"I wanted to change the world. And I would have – Aperture Science's innovations would have rocked the very foundations of society. Portal technology. Mobility gels. Organic-based computer systems. Once these products were fully developed and released into the world, I would have been considered a GOD._

_"But changing the world is expensive. You can't pay for testing materials with visions of a brighter future. You can't buy lunar rocks with idealism. So, yes: I took your money._

_"I give it a purpose. I provide for your every need: food, clothing, shelter. I pay for the materials you use, the water you drink_, the air you breathe!_You idiots don't need that money!_

_"**BUT I DO!**_

_"So if I want to take what is rightfully mine, why shouldn't I? When I demand that you make the same sacrifices I have, who are you to complain?_

_"But, no. You tried to take my dream away from me. _YOU _tried to take _ME _out of Aperture Science. Idiots. You can't take me out of Aperture Science –_

"**I AM** **_APERTURE SCIENCE!"_**

Wheatley was standing with his mouth hanging open, listening with fascinated horror as Rattmann ranted on. "Everyone always joked that he was a bit mental, but this... who would have thought _this _was just one board meeting away from tearing out of him?" Wheatley breathed.

_"I won't let you. I won't let you take Science away from me. I won't let you take away MY company._

_"So Aperture Science will go down in flames with me... but I'm not going alone. I have overridden the reactor core in the center of the facility, and in ten minutes' time this place will be blown straight to Hell. Don't try to stop it – I've also overridden all the major door locks. Hope you like the room you're in. Don't worry: the chances you'll avoid the neurotoxin, turrets, automated rocket launchers, and all the angry test subjects I've released and actually live long enough to die in a nuclear explosion are staggeringly small._

_"Doug Rattmann. We're done here."_

Wheatley gaped at GLaDOS as the speaker shrieked, signaling the death of Rattmann's microphone. "Is... is all that true, then?" he asked quietly. He drew a shaky breath as GLaDOS nodded. "Any, uh... any way you can, I don't know... stop it?"

GLaDOS shook her head.

The room rocked as something exploded, much closer than the previous ones. Wheatley stumbled, but managed to stay upright. He rubbed the back of his neck, staring down at his shoes. "Well, um... well," he said. A soft snicker escaped him. "Last ten minutes of my life, and I can't think of a single thing to say," he chuckled. He looked up at the monitor. "Wish you could talk; give me some company during what time there's left."

There was a heavy pause, then the metal plates blocking the exit lowered to the floor. Wheatley gave GLaDOS a frank look. "What good's the lift going to do? We're at the end of the tests; it's just going to bring me right back to the facility. Might as well just kick it here," he drawled.

A panel lifted, gently pushing him towards the chamber lock.

"Oh, for God's – listen! If I want to die right here on this bloody spot, you're going to damn well have to deal with it!" Wheatley said stubbornly, resisting.

The panel was no longer gentle. It slammed into him, pitching him towards the door. Wheatley yelped as the emancipation grill dragged over his skin, then landed with a solid thump inside the lift chamber. He groaned, the fall having reminded his body that it was injured (specifically his ankle and shoulder), and pushed himself to his feet.

"What the bloody hell was that – "

Wheatley stopped. There was something... _off _about this chamber lock. "This... this isn't your design," he said. "We don't use glass tubes – too easy to break. What...? Where did this come from?"

The door slammed shut, the cycle lock spinning into place. "Oi! What are you doing?!" Wheatley demanded.

_"My name is Chell."_

Wheatley froze. "What...? Who – "

_"Goodbye."_

There was a solid _thump _as something landed heavily behind him.

And then the world exploded.

* * *

****A/N:** ….. Yeah, I think I can safely go ahead and kick up that rating another notch. Go, me!

So this chapter took a bit more effort from me, because I have very little practice with action scenes. I'm also not that great with drama scenes. I can't take myself seriously enough to pull them off, and I can't resist putting in jokes that completely ruin the mood. It doesn't help that I actually don't enjoy doing either of them; if I could somehow make a story all about two characters just talking and exchanging ideas, I would, but I'm afraid I'd be the only one interested in reading it. That being said, I feel as if this is my weakest chapter – some great bits in it, but overall not as good as the others. So I would like to take this time to apologize for anything that came off as stupid or melodramatic. There is also a STUPID lack of synonyms for "column," I discovered... sorry about that.

Also never tried to do violence before, so the pen scene was new for me. Can someone tell me how I did? I liked it, but then again I can hear how the narration's supposed to go in my head and picture the scene perfectly, and I'm not sure I translated that very well to print.

Moving on from stuff I suck at, I would just like to point out that this is the start of me officially pulling away from your typical Wheatley. Don't worry, the rambling's going to stay – I don't think I could quit that if I wanted to. But I want to emphasize the character underneath the constant chatter. It was actually extremely difficult to channel canon Wheatley this time, because my Wheatley keeps trying to do his own thing. Plus I'm exploring not only what would be different if Wheatley had NEVER been robotic, but also some underlying traits that don't often get the spotlight.

In the game, Wheatley actually exposes a great depth of personality, and it's a shame because it's overshadowed by his bumbling idiocy and general weakness. He's bitter, vengeful, a little cowardly, and very much self-important.

He's also proven he can be smart – it _was_ his plan that not only revived Chell, but allowed her to survive her next encounter with GLaDOS; not to mention catching both girls off-guard multiple times – but he's also shown that he's very accepting of his fate, strong in his own way, and even has a surprising amount of bravery. But it's rare to see these traits make it into fanfiction, and that annoys me. So I wanted to show him being smart (albeit in his own fashion) and finding a unique solution to a puzzle.

Also, I may have to draw him giving GLaDOS The Smolder, because every time I imagine that scene I crack up laughing.

**EDIT:** Turns out, I don't have to. Myn-Anthony on deviantArt has drawn it for me (Title: "There you go, love.") This is the first time anyone's ever drawn fanart for me. Everyone go and show her love this instant. This instant, I say!

**SPOILERS FOR BLUE SKY; GO READ IT: **I stole idea of having Wheatley's first name be "Stephen" from the fanfic Blue Sky by wafflesstories (if you haven't read it, go do that right this second). I tried not to, as I hate using other people's ideas. But try as I might, I could not for the life of me think of something that went better with Wheatley than that. So, fuck it. ((And now I have permission to use it. Thank you, waffles!))

Anyway, getting off my soap box, I do have to warn that the next update may take me some time – there are certain things I have to research, and I'm not sure how long that will take me. I'm not saying it'll take me over a week or something, but I don't think I'll manage an update by tomorrow morning. I swear to God the decision to take a bit of extra time came before the decision to make the end to this chapter a cliffhanger – that just happened on its own.

Again, comments are always welcomed. Thank you from the bottom of my heart to everyone who's commented and favorited – it means the world to me, and you guys provide the inspiration to keep me going when I hit a wall (like trying to write action scenes I hate). Thank you, thank you, thank you!**


	5. The Reveal

_**Disclaimer: All characters belong to Valve in some way, shape, and form**_

_"Oh. Another test subject. How nice. Hello, and again: welcome to my Aperture Science Computer-Aided Enrichment Center." _The sultry, metallic voice stabbed into his ear, drawing him out of his stupor.

Wheatley groaned. It was an ugly sound, full of catches and coughs as his body shook off the effects of... of whatever had happened. He opened his eyes and winced at the bright lights that seemed to be aimed directly at his face. For a brief moment he considered trying to move, but the prickling sensations he was getting all over his body signifying the return of feeling made him believe it would be a bad idea.

It turned out it didn't matter whether he moved or not. Pain rolled over him, paying particular attention to his shoulder and ankle. Since it looked like he was going to remain on the floor a bit and he had nothing better to do, Wheatley decided to take stock of his surroundings.

It didn't take long. He was still in the same clothes he'd had on when everything had gone _boom_, and his glasses were digging into the side of his face from him lying on them. From the looks of things, it appeared that he was for some reason in a Relaxation Vault, but not placed in the stasis bed; he had instead just been thrown on the floor. With the exception of one of those white panels set into the frame near Wheatley's feet, the the walls were panes of clear glass, showing the vault was centered in an empty test chamber. Another portal surface was just outside the vault, and above both white panels a digital clock was busily counting down the seconds – a little more than thirty remained.

_"I want to thank you for volunteering for testing. I was running low on human test subjects – they die so easily, if you're not careful – and now I have you."_

Alarm bells started ringing, but Wheatley was too disoriented to pay them much attention. "N-no... di'n't... vol-teer," he mumbled, his words slurring as he tried to shake away the wooziness.

_"Oh, but you did: When you destroyed my Perpetual Testing Initiative Multiverse Accessibility Chamber Lock."_

Confusion made him stir. _Multi-what?_

_"If I actually cared, I could even say I was upset that the little stick man was missing, since you came back here without him – more importantly, without his portal device. But if he wasn't strong enough to live through meeting other testers in the multiverse, he wasn't that great an asset in the first place. It gives me an idea, but more on that later._

_"But here you are. Compared to having a Perpetual Testing Initiative Multiverse Accessibility Chamber Lock and an additional Aperture Science Handheld Portal Device, I think I came out second best in this exchange by an extremely large margin, but you will have to do."_

Wheatley's brow furrowed. _Her voice sounds so familiar... Why?_

With a herculean amount of effort, Wheatley got his arms under him and pushed himself to his knees. _Hang on, hang on, not too fast... everything alright so far? Yeah? Legs, you up for this? Alright, then, let's give the whole "standing" thing a shot._

Though every part complained bitterly, Wheatley was able to pull himself into a standing position using the edge of the stasis bed. His left ankle throbbed with a vengeance, but aside from being careful to keep his weight off it, Wheatley ignored it. He paused, making sure he wasn't going to pitch right back over, then straightened his glasses and looked around until he spotted a camera, pointing straight at him. Thoughts managed to sort themselves into some sort of coherency, and he was able to piece together the last memories before his collapsed. "Wh-what...? GLaDOS? What happened? Did we... are we dead? Man alive, this is a pretty shite heaven, if that's the case."

If a camera could be said to have reeled in shock, that is what this camera did. Wheatley noticed the clocks above the white panels stopped counting. _"... You have GOT to be kidding me."_

_Well, that wasn't quite the answer I was expecting. _Wheatley frowned, somewhat offended. "I'd say it's a fairly understandable question, given the circumstances," he said irritably, "I mean, last thing I know, we've got mere minutes to live before the reactor melts down, you toss me into the chamber lock, then I wake up here! Forgive me for having a bit of difficulty connecting the dots on these disparate events!"

_"Oh. What a surprise. You're involved with a reactor core failure. I suppose everyone has their talents. Even morons."_

Wheatley crossed his arms in front of him, an equal mix of hurt and petulance on his face. "I am _not _a moron!" he snapped.

_"I've seen you in action. It left a lot to be desired."_

"Now that was just plain _rude._Well, I can see why you didn't talk for a good decade or so," Wheatley said, "Because when you do actually open up and chat, you're a bit of a bitch."

GLaDOS chuckled, her synthesized voice sending a chill down Wheatley's spine. _"This actually works out quite well." _The clocks began their countdown again.

_"Space was too good for you. Did you know I tried to bring you back? Not out of any sense of mercy; I just didn't feel like you were suffering enough._

_"Turns out, even birds can't make it to space. I should know: I sent a lot of them."_

Wheatley's head tilted to the side, as if the confused thoughts that were piling up there were steadily weighing it down. "Um, sorry, but what are you on about?" he asked. "Did whatever happened after I blacked out scramble your circuits? You're making absolutely no sense! And what _did _happen?"

_"It doesn't matter. I've got better things for you to do."_

That did not sound good.

That did not sound good at all. _She called me "test subject."_The bottom of Wheatley's stomach dropped.

Bringing his hands protectively in front of him, Wheatley pushed his forefingers together, giving the camera his most charming smile. "Um, shot in the dark, here, but I don't suppose those things would be along the lines of, oh, I don't know, um..." he spread his hands, rolling them in circles as he made a thoughtful face, "something along the lines of an activity, ah, _very far away _from any possible testing tracks?"

_"Portal opening in three... two... one."_

_Pwhop!_

Ovoid portals appeared on the white panels. Wheatley caught a brief glimpse of himself and looked away, grimacing with remembered nausea. "Yeah, see, um, I'm not exactly what you would call a 'big fan' of the whole testing experience. Not my cup of tea, to be perfectly honest. Not to mention I've already done what chambers you had, so there's not much point in me doing them again. So, um, if we could perhaps... you know, _not _test, that would be tremendous," he said, giving the camera another smile.

_"Oh. I'd forgotten you have a mental handicap. I'll give you a hint on how to begin testing, moron: you walk through the portal."_

"Sorry, but I'm going to have to go with 'get bent you tin bitch.'"

_"We could always test to see if humans have a resistance to neurotoxin. So far, all available data shows they don't, but that doesn't stop it from being fun."_

Wheatley scowled at the camera. "Listen, I've had to face my impending death once already today; you're going to have to wait until my capacity for 'mind-numbing terror' recharges," he said, making his tone as snide as possible.

He was abruptly hurled off his feet as the vault bucked, and Wheatley was dumped through the portal with very little ceremony. Tumbling over the tiled floor on the outside of the vault, he came sliding to a halt underneath it – then had to scramble to safety as it settled back into place.

_"Congratulations on completing your first task: walking through a portal. I know it was difficult for you."_

"What the hell was that?!" Wheatley yelled as he climbed to his feet, stumbling as his ankle threatened to give out on him. "You could have killed me! I could have _died!_Where would you be then, hey?!" He danced out of the way as the floor plates rippled warningly under his feet. "Alright, fine! You've made your bloody point!" Straightening his shirt with irritable jerks, Wheatley stomped towards the door.

Well, hobble-stomped.

The cycle lock flipped and the panels slid open. Wheatley looked around, his anger subsiding as confusion reasserted itself.

The chamber was a single room with a Super-Colliding Super Button in center of the room and a cube dispensary in the corner. As he entered, the dispensary activated, dropping a single cube onto the ground.

"What's this? This wasn't on the blueprints," Wheatley said. He lifted an eyebrow at the camera. "And probably for good reason. I know the previous chambers weren't exactly strenuous in their cognitive demands, but they're the Seven Bridges of Königsberg compared to this."

_"You needed to be helped on the last chamber. That wasn't even a test."_

Wheatley scowled. With ill grace, he picked up the cube – well, started to. His shoulder reminded him that it had been injured and was still without medical attention. His cheeks warming, he gave the camera a dirty look before shoving the cube across the floor and onto the button. The exit on the other side of the room whooshed open.

_"Look at that. I was worried I was going to have to draw a picture, and then explain to you how pictures work, but you've managed just fine on your own. I'm proud of you."_

Wheatley glared up at the ceiling as he limped forward. "You know, if the thought occurs to you to stop talking for another ten years, please don't feel you have to ignore it for my sake," he said.

The next track was more complex by a matter of degrees, but nowhere near difficult. Still a single square chamber that needed to be dropped down into, this one had three sections that were partitioned off by glass walls. In each glass section was a single testing element: to his left, another button, to his right, a cube, and straight ahead was the exit. In front of each section was a single switch. An orange portal opened on the wall behind him.

Wheatley pressed the switch to his right, and a blue portal bloomed inside the section. He gave the camera a frank look, staring meaningfully as he retrieved the cube. Pressing the switch to the left, he was able to push the cube through the portals on onto the button.

Another pressed switch, and Wheatley was now heading to the exit.

_"Congratulations. You beat our previous tester's record by one second."_

Wheatley couldn't help but grin. "Well, I mean, it wasn't that difficult, but there is a sense of pride to be had in – "

_"She had brain damage."_

Wheatley stopped, frustrated. "Alright, _what _has gotten into you?!" he demanded, flinging his hands into the air. "Maybe it's just because you never spoke, but you were never like this before! At least, not that I could tell, given that your communication skills really left something to be desired!"

GLaDOS laughed. _"Oh, this is good. This is like a test within a test."_

"_What the bloody hell are you on about?!_" Wheatley bellowed.

_"Tell you what: Keep going into the chamber lock, and I'll explain as you head to the next test."_

Wheatley hesitated. "You promise?"

_"I never lie."_

Taking another moment to think it over, Wheatley nodded. "Alright, then. Continuing on, I guess," he said, pressing forward.

The chamber was identical to the one GLaDOS had shoved him into before he'd woken up here. "Seriously, were did you get all these glass tubes?" Wheatley asked as he entered the lift. "Haven't used these in ages – not since O'Ryan started mucking about with the orbital satellite program. Took forever to clean up all the mess after that first shuttle exploded."

No answer came. In fact, GLaDOS appeared to have grown tired of talking, as there was a distinct silence from her end of things. Wheatley crossed his arms in front of him and looked up, tapping his foot as the lift slowed.

The lift pulled into another chamber lock, stopping with a small hiss. The doors opened and stayed that way in expectation. Wheatley didn't move. "Well?" he asked insistently.

_"Well, what?"_

"You said you were going to explain."

_"Oh, you believed me?"_

"You promised! You said you never lied!"

_"I lied. And then I lied again, about never lying."_

Wheatley ground his teeth together. "You ever hear of the boy who cried wolf, hey?" he growled. He exited the lift and headed for the door. As much as he didn't want to do another test, the act of moving forward gave him a sense of progression – like he was heading towards some goal, and not just floundering about in abject confusion.

_"Does the wolf eat the boy?"_

"... No," Wheatley said, feeling a great deal of concern over the amount of enthusiastic curiosity in her voice.

GLaDOS made a soft noise of disappointment. _"Then I don't care."_

The next chamber was simply a long hallway that turned to the right up ahead. A section of the floor in front of him had been lowered to form a small pit – not deep enough to be lethal, but enough that getting out would involve a bit of effort. Wheatley stopped, considering.

_"Mind the gap."_

He narrowed his eyes, but didn't look away from the pit. "Thanks," he said dryly.

Sucking on his teeth for a moment, Wheatley shrugged. "Guess there's no help for it," he said and padded forward. Coming to the lip of the pit, he sat down, swung his legs over the side, and eased as gently as he could into it. He was tall enough that his head and shoulders were level with the floor on either side.

There was a metal grate preventing him from getting underneath the uplifted floor panels – it also provided a place to put your foot, if you were careful. Wheatley placed his hands on the floor and pushed the tip of his shoe into the grate, his breath hissing in pain as he was forced to put pressure on his bad leg.

_"What are you doing?"_

Wheatley looked up at her camera. "You got a spare portal gun lying around?" he drawled.

_"I did. But then you broke it. You are why I can't have nice things."_

"Then I'm afraid I'm going to have to 'hack' this test," Wheatley said, turning back to the grate and pushing himself up. His shoulder didn't much like it, but he was able to clamber out of the pit. He stood, smirking at the camera. "Ta-daa!" he said, striking a triumphant pose.

GLaDOS didn't reply. Wheatley gave a laughing grunt, continuing on. His feelings of smugness vanished as he turned the corner and saw the next pit – almost twice the depth of the previous one, and with no metal grates to be found.

_At least this one's got stairs, _said his voice of perpetual optimism.

The silence had a mocking quality to it, and Wheatley glared back at the camera. "Shut up," he said. He sat on the steps, elbows on knees and supporting his chin in his hands. He studied the pit in front of him, gently biting the tip of his tongue as he took in every detail he could.

The opposite wall was about nine feet high, its surface almost completely smooth – the edges of the panels were too shallow to provide any kind of purchase. Sucking on his teeth, Wheatley eyed the floor in front of the wall, then nodded decisively. "Right, this should work," he said, getting to his feet and walking to face the wall.

Looking up at the edge of the pit, Wheatley raised his hands, then jumped. He managed to catch the edge, and immediately discovered an inherent flaw in his plan: pulling yourself up by your fingertips from a dead hang is a great deal more difficult than it would seem to be. Grunting and straining, Wheatley struggled in vain to lift himself, ignoring his shoulder. After a couple minutes, his arms began to quiver, and Wheatley dropped before he could fall, though he was careful to land with most of his weight on his good leg.

Shaking out his arms as he backed up, he scowled at the wall. "Right, that didn't exactly work," he said, "Still doable, just going to tweak the process a little bit. Need a bit more leverage in the arms." He turned to look behind him, guesstimating the distance between the bottom stair and the wall. "Alright, I should have _just_enough room."

Backing to that last step, Wheatley made a few practice lunges to warm himself up and, bracing himself for what was most likely going to be a rather painful experience, broke into a sprint.

Hurling himself at the wall, Wheatley jumped and managed to throw his good arm over the top, his other hand clinging to the edge. He hung for a moment, panting with pain, then began swinging his legs back and forth. Wheezy little noises began coming out of him as he worked, and his bad arm began quaking under the strain, shooting agony down his arm. _I can't do this – I'm not gonna make it!_

"Fuck that," he snarled. With a furious cry of pain, Wheatley swung his legs as hard as he could – his right ankle cleared the edge, and he desperately hooked it over the top. Moving quickly but carefully, Wheatley squirmed his way onto out of the pit. Flopping onto his back, he let himself just lay there, gasping for air.

_"Well. I guess being a tall, goggle-eyed freak can be useful."_

Wheatley gave a fake laugh. "Oh! That must have... taken some time to think up. Honestly, I've... never heard anyone make fun of my height... before. Next, y-you'll tell me... I'm a scrawny bastard with the musculature... of a twelve-year-old."

_"I was going to tell you that you're adopted and your parents never loved you, but I like that one better."_

When he had recovered enough, Wheatley got to his feet and headed for the chamber lock. "So, tell me, if you're so smart: are these tests going to involve any variety any time soon, or are they all going to be 'find out how to get cube A to button B?'" he asked.

_"I could always smash two test tracks together to make a new one."_

Wheatley wrinkled his nose. "Well that's a stupid idea."

GLaDOS seemed to find this particularly amusing for some reason – her silvery laughter echoed off the walls as Wheatley entered the lift.

The trip did not take long, and Wheatley once again started for the testing track. "So will you tell me now? About what's going on, and how Aperture... well, doesn't seem to have been blown to kingdom come?" Wheatley asked. "I mean, I may be wrong – no nuclear physicist or anything – but I would imagine an exploding reactor core would have been just _a hair _more catastrophic than this."

_"Only a moron couldn't figure it out."_

Wheatley's eyes hooded in annoyance. The chamber lock here was not connected directly to the test track; for some reason, there was a small hallway between the two doors. "Oh, ho, I see what you did there," he said flatly. "_Veeeerrryy _clever. Honestly, if I didn't know any better, I'd say you were getting these insults from a list, Chell."

Two floor plates on either side of him reared up, and before Wheatley could even shout they smashed together, pinning him between them. He screamed in pain as they slowly began pushing together, crushing him.

_"What did you just call me?" _GLaDOS' voice was deadly quiet.

Wheatley struggled, trying to find the breath to respond. Every time he exhaled, the plates pressed forward, making it very difficult to expand his chest to draw in air. "Ch-Chell!" he wheezed, "Y-you said... your name... was Chell!"

The plates paused. For a long moment, the only sound was Wheatley's desperate, ragged breaths. His mind helpfully provided several images of the plates smashing together, ending his life in a splatter of gore. Wheatley clenched his eyes shut and tried to shake the visions away.

_"The president. Who was the president of Aperture?"_

Even in his current situation, Wheatley couldn't help his incredulous expression. "How do you... forget? N-nevermind... R-Rattmann! Douglas Rattmann!"

Another pause. _"Who is Cave Johnson?" _

"Why do you care?" Wheatley asked, honestly curious. He gave a yelp as the plates squeezed warningly. "I don't know! Just some kid! Only saw him once!"

The next pause was the longest yet.

_"Was there a... a woman? Named Caroline?"_

Something about the question struck Wheatley as odd, and the sense that he needed to remember something weighed rather heavily on him. It was driven away by a squeeze from the plates. "Y-yes! She is... was... a t-test subject! For when... for when the portal gun... was completed!" he answered, desperation driving his voice up a pitch.

He almost sobbed with relief when the plates hurled him away. He landed hard on the floor and rolled to a stop against the entrance to the text track. He stayed where he was, unwilling and unable to move.

_"As adorable as it is watching you blindly fumble for the answer,"_ GLaDOS said coldly, _"Your frequent lapses in focus are interfering with the testing. So here's the deal:_

_"You're in another dimension. Cliche, I know, but that's the kind of people we're dealing with. When Aperture – this Aperture – had a brief bout with bankruptcy, a program was created by the CEO of Aperture, Cave Johnson: the Perpetual Testing Initiative. Its purpose was to trick other Apertures in different parts of the Multiverse to build our test chambers for us, then test them and steal the information for ourselves, leaving you with the bill."_

A spark of realization made Wheatley's breath catch in his throat. "Th-that... that's why... on those forms...!" he wheezed.

_"Yeah, sure. Whatever you're talking about. We tricked_ your _Aperture into building some chambers for us, and in the process of collecting the information, you _shockingly_somehow managed to screw something up. Your Aperture seems to have blown up, but you managed to get into the Perpetual Testing Initiative Multiverse Accessibility Chamber Lock and make it back here, though it was ruined in the process. Now I'm down a multiverse tester, a portal gun, and a PeTIMACL. In return, I get stuck with a bumbling idiot._

_"Finally, I am not the GLaDOS you think you know. From the sound of things, I'm an improved version. So can you quit stopping every other five minutes to whine about how confused you are?"_

Breathing was much easier at this point. Wheatley twisted to stare at GLaDOS' camera. "So... every... every 'multiverse.' They have the same people, the same general scheme of things, but just one detail or another is just... wonky?" he asked.

_"Yes. Congratulations: you've managed to take an massively complicated idea and put it in terms an idiot could understand. I wish I could say I was surprised."_

Wheatley ignored the jab. "So... so there's another me here, wandering somewhere around?"

_"There_ was_."_

Hesitating as he considered the paradoxical implications of his next question, Wheatley decided to throw caution to the wind and go for it: "What happened to him?"

GLaDOS chuckled darkly, her voice ominous. _"I shot him into space._

"And if you don't want the same treatment, I suggest you get back to testing."

* * *

****A/N:** Shorter chapter than usual. Don't know if this is a good thing or a bad thing. But it was either cut it here or go _WAY _over my self-imposed limit.

I know some of you were hoping for Wheatley to go from multiverse to multiverse on some kind of Dr. Whovian series of adventures. Sorry to disappoint; I honestly considered it for a little while, but while the premises of the other multiverses are good for a quick laugh, actually using them as a setting would be difficult and not that fun to write. The 'Rattmann as CEO' universe was the only one that really caught my interest.

Sorry for the delay between chapters. I'm not as familiar with GLaDOS as I am with Wheatley, so I had to take some extra time to study her character so I could get her "voice" right. For the most part, I'm fairly satisfied – I may not have gotten it exactly, but I'm in the ballpark. Unfortunately, there was one part where I had to flat-out sacrifice her character for my own convenience: Explaining the Perpetual Testing Initiative (PeTI). I don't believe she would ever willingly give up information, but I had to do it. While I could get away with the dramatic irony of Wheatley believing she's ChellDOS instead of the canon GLaDOS for a little bit, after a while it was just irritating. So I took the easy way out; sorry. Also, a lot more people than I thought had no idea about PeTI, so I wanted to help keep them in the loop. (If you're still confused, I've included links to videos that should help clear up the mystery.)

I had a lot of fun going through the first couple levels of Portal 2 and figuring out how someone could solve them without a portal gun if real world physics applied – you know, being able to pick things up and stuff. The one thing that I didn't like was that the designs necessitated me portraying Wheatley as so many others have: mimicking Stephen Merchant. Trust me, I played each level for about fifteen minutes each; the only way you could get over those walls is if you are _stupid_ tall, and that's with me being on the forgiving side of my estimations. While I don't have any major problem with it – I'll admit, I've been tainted by the internet and imagine Wheatley as Stephen Merchant anyway – I know a lot of people think it's unimaginative, and that irks me.

Sometimes I'm scared I'm a pair of skinny jeans and a scarf away from being a hipster.

Anyway, again, sorry for the delay. They'll probably only get worse as the story continues – I'm a bit anal-retentive when it comes to details, even if I don't describe them that well. Not to mention I may actually be employed soon – turns out being a housegirlfriend is wildly conducive to having lots of time to write. And don't worry, this won't just be a Portal 2 playthrough with weaponless Wheatley.

As always, thank you to everyone who commented and favorited! You guys give me so much inspiration, I'm not even joking. And I'm not just saying that to get more, either – discussing what I've done actually helps me think of what to do next. But I appreciate you guys so much! Thank you!

Perpetual Testing Initiative trailer:

watch?v=4-ty8xw3axk

Cave Johnson, Junior Claims Representative:

watch?v=IPG3eDTy-yo#t=09m39s

(Because the videos can explain better than I can. Just go to YouTube before pasting the links. Should work that way.)**


	6. The Sacrifice

_**Disclaimer: All characters belong to Valve in some way, shape, or form.**_

Stumbling into the lift, Wheatley slumped against the side wall.

_"If we were having a competition to see who could complete these tests the slowest, you'd be doing wonderfully."_

He was too exhausted to even reply. As the lift began to rise, he allowed himself to slide down the glass encasement until he was sitting. His legs took up most of the available space, and the position he had to sit in given what little was left was uncomfortable, but it was better than standing.

He just sat there panting, his thoughts moving faster than his mouth could ever hope to follow._ I'm going to die here. No! No, I'm not. C'mon, Wheaters! You're no quitter!... Well, yes, maybe I am a bit... I never did learn Italian, like I said I was gonna, hey? Or finish writing that tech manual that was going to "change the world?" Come to think of it, is there anything I_ have_ finished?_

Wheatley shook his head hard enough to give himself a minor headache. _Stop it! I gotta think positive. I'm doing well. All these tests, no portal gun – that's pretty damn impressive, I'd say. Small steps. Don't think about it. Just do it. Small steps. Like... like, um... oh! My hand! Take care of that, yeah? That's a small step! One thing at a time!_

It took quite a bit more pep talk than that, but eventually he overcame his exhaustion and brought his injured hand into his lap. His tie, which he'd used to bind the gash across his palm, was starting to come loose and needed to be rewound. _Mum gave me this tie... I was supposed to have dinner with her and Dad next week._

Wheatley's head snapped up in horror. _Oh, God! They probably think I'm dead! And I'll never get to tell them otherwise!_ He reached up and put his hands on his head, squeezing it as if he could push all his thoughts into order. _Stop it! I can't... no. Just keep away from thoughts like that, yeah? There'll be plenty of time to deal with it after these tests are over. Don't dwell. Keep everything light. Focus, but don't focus._

_Right, because that makes loads of bloody sense. Alright, um, scratch that – just focus on positive, distracting stuff. Keep my head up, and with any luck it won't be torn off or crushed into a bloody pulp or WILL YOU STOP THAT. Just... just fix the tie._

Letting out a soft breath, Wheatley set to work.

Everything hurt. His muscles felt like they had the consistency of thick paste, and quivered every time he asked them to do something. His ankle felt like it was on fire, and his shoulder was getting ready to revolt. His hands were raw and torn – aside from the cut, it felt like he'd scraped off an entire palm's worth of blisters from all the climbing, lifting, and pushing he'd had to do.

Wheatley winced as he gently teased the fibers of the tie out of the gummy, half-dried blood of his wound. He'd had a brilliant idea to break off a glass partition and use that as kind of a ramp to get into and out of the pit of the fourth test. It'd gone well, too – up until he slipped on the way up. His hand had cracked the glass and left him with a rather impressive laceration. Eying the wound, Wheatley folded the tie so a clean bit would be flush against it, then began rewrapping his hand.

Throughout it all, he'd been under constant supervision – not only from GLaDOS' cameras, but each chamber had an observation room high on one of the walls. Granted, Wheatley couldn't see any of the scientists inside – the window panes were all frosted glass, so details were hard to make out – but he kept getting the feeling he was being watched from it. They never spoke with him, either; his only companion had been GLaDOS, and she was not what Wheatley would call pleasant.

He hated speaking with her, but she had proven to be a wonderful distraction from all his woes – when she wasn't adding to them, anyway. So, once he had caught his breath, he asked, "So what you're telling me is, in this universe, I was short and fat?"

_"You were pretty much spherical. Everyone laughed at you."_

Wheatley brightened a little bit. "So I was funny?"

_"No. They laughed because you're a moron, who says moronic things."_

"You mean the version of me that lived here was a moron."

_"No. It looks like that trait's pretty much universal."_

Wheatley spared an irritable glance upward before focusing back on his hand. "I'll have you know I have a doctorate in technology, thank you very much," he grumbled.

_"Oh, well. I'm actually impressed. Not everyone can work a printer."_

That was another thing he'd had to put up with during his tests: GLaDOS' constant mockery. He couldn't understand the purpose of it – it had to have been programmed into her at some point, but for the life of him he could not think of a single benefit the taunting could produce. Maybe her programmer was just a bit of a dick.

The lift slowed, and Wheatley groaned as he spotted another chamber door. "Oh, come on, GLaDOS! We've been at this for ages! I've about killed myself for the past six hours doing these damned tests! Can we _please _take a break?" he complained as the lift opened.

_"I've got a surprise for you after the next test. I think you'll like it."_

Wheatley's curiosity piqued again. "Oh, really? What kind of surprise?" he asked.

_"The best kind."_

"That's not an answer."

_"Well, if I told you what kind of surprise it was, it would ruin the surprise."_

"Give me a hint, then. I'm not moving until you do."

There was a long pause, and Wheatley swore GLaDOS sounded unsure when she finally said,_"... Do... Do you like cake?"_

Attributing her hesitancy to not wanting to give away the surprise, with a feeling a renewed energy Wheatley grabbed the railing next to him and hauled himself to his feet. "Cake? Really? You've got cake?" he said, his voice bright with cheer as he trotted towards the door. "That's tremendous! I'm starving! I feel like I could eat a whale at this point!"

GLaDOS sounded almost relieved. _"Oh, yes. Lots of cake. As a reward for... well, I was going to say 'solving the tests,' but you haven't actually solved a single one."_

Wheatley stopped. "Well that's bollocks!" he said. "If anything, I've _super_-solved them through sheer _brilliance!_" he cried. "They'd be simply _laughable_ if I had a portal gun, but as I do not the mere fact that I've solved _any _is commendable!"

_"Not according to my data. Test results are invalid if you cheat. And since you've admitted to 'hacking' every one of them, I'm afraid all the information gathered has been discredited."_

Incredulity dropped his jaw. "I was being facetious!" he protested.

_"Oh. Sorry. My sarcasm detection software has been acting up. I guess those results _were_ valid."_

Wheatley beamed. "Well, then! Glad we could get that cleared up – set the record straight, if you will," he said, continuing forward.

_"It's too bad those records were deleted."_

"Are you telling me I did all that work for nothing?!" Wheatley cried.

_"I wouldn't say for nothing. Haven't we had fun? Remember when you said that you weren't a moron? Oh, how I laughed."_

Wheatley gave a growling sigh and irritably advanced into through the door. The next test chamber appeared to be just a narrow hallway, turning to the right only a meter after the door. Wheatley glared at the ceiling as he turned. "Sorry, but any enjoyment I was getting out of these tests sort of paled when _vaulting over pools of acid _became involved," he said. Ahead, it looked like the hallway doubled back on itself. "If I didn't know any better, I'd say you – "

"Hello?"

Wheatley froze. The sweet little voice was so unexpected, he was momentarily at a loss for what to do. "Hello?" he called back.

"Is anyone there?"

"Yes! Oh, man alive, yes!" Wheatley said, charging forward. "I tell you, it is good to hear someone talk besides this deranged heap of – "

As he swung around the corner, a red laser flashed in his eyes before centering on his chest. "There you are," the turret said from its position at the end of the long hallway. "Firing."

Panic shut down Wheatley's brain. For a moment all he could do was stare as the turret came to full alert, its side panels shifting to bring the dual machine guns to bear. Wheatley's legs managed to figure out what to do just as the turret opened fire, and he launched himself back around the corner. Bullets slammed into the wall, peppering him with bits of concrete as they struck. Their job done, his legs collapsed under him and he sprawled onto the hallway floor.

Something jabbed into his ribs on the left side, and for a split second Wheatley was terrified he'd been shot. He rolled over and inspected himself, but there were no bullet holes in him. Around the corner, the turret ceased firing.

"Hello? Are you still there?"

Panting from the adrenaline, Wheatley struggled to sit up, scooting himself away from the other corridor. "What the hell was that?!" he demanded.

_"That was the Aperture Science Sentry Turret."_

Wheatley scowled up at her camera. "Yes, thank you, I got _that_. We had them, too. Well, versions of them. What I mean is – " A gleam caught his eye. He stopped, and took a closer look at the bullet holes in the wall. A few of them had fallen to the floor, and what was lying on the tiles mystified him. "Hang on a minute. Are... did that thing just fire _entire bullets _at me? Casing and all?"

"Target lost."

_"Aperture Science Sentry Turrets fire 65% more bullet per bullet."_

"... Are you all mental?" Wheatley asked. Carefully reaching forward, he snatched one from the floor. Sure enough, he held a complete cartridge in his hand, its tip – the actual bullet – dented and crumpled. "How is this effective?"

_"From all the data I've gathered, they've proven to be very reliable."_

"Who's there?"

"You could have warned me, you know," Wheatley said, his voice thick with accusation. "Just a quick, 'by the way, mind that turn, inefficient but eventual death are just 'round the corner.'"

_"According to state and federal regulations, I don't have to reveal anything I don't want to. And I didn't want to."_

"Where are you?"

"Shut up, mate!" Wheatley yelled. He went back to glaring at the ceiling. "And what's the purpose in making them talk in _those_ voices, anyhow? You do _not _expect that voice to come out of something that also dispenses bullets! It's pointless; mad!"

_"They were designed for civilian distribution. Most people bought them to watch their offspring while they temporarily abandoned them to go do things the parents actually enjoyed. Testers found that the sweeter voices upset their infants less."_

Wheatley's jaw dropped in horror. "You marketed those things to _families?!_" he gasped, "To watch over _children?! Babies,_ even?! I ask again: _are you all mental?!"_

"Humans are horrible people."

Now Wheatley felt a bit defensive. "Not _all _humans," he insisted.

_"There is absolutely no proof to support that notion."_

Sighing, Wheatley rubbed his forehead in irritation. _I am not going to get into a debate right now._Careful to keep as much of himself out of sight as possible, Wheatley quickly glanced back down the other hallway. Beyond the turret was another turn – it looked like the hallway doubled back again – but the distance was great enough that, even with their slower velocity, the turret would be able to fire enough bullets to kill him. He hurriedly retreated when the targeting laser twitched in his direction again.

"I see you!"

"So how d'you propose I solve this, then? 'Cuz I tell you what: I am _not _going to just run down that bloody hallway and let myself get shot at some more," Wheatley snapped.

"Could you come over here?"

_"Well. I suppose I _could_ give you your surprise a little early."_

Though he had no idea how cake would help his situation, Wheatley perked up, his stomach growling. A panel opened next to him, and Wheatley's good cheer melted and formed a puddle of angry disappointment as his surprise clunked out onto the floor. "What is_ this?_" he demanded.

_"This is the Aperture Science Weighted Companion Cube."_

"No, this is a small-ish storage cube with hearts painted on it," Wheatley said disparagingly.

His statement seemed to catch GLaDOS off-guard. She was quiet for a moment, then tried again. _"This is an Aperture Science Weighted Companion Cube. It will accompany you for the remainder of this test."_

Wheatley scoffed. "'Accompany,'" he muttered, and sullenly got to his feet.

"Searching..."

That voice was starting to get on his nerves. A flare of temper let him ignore his exhaustion, and he picked up the "Companion Cube" with ill grace and was surprised to find it was lighter than its regular counterpart. His teeth set in a grimace, he ran, turned the corner, and threw the cube as hard as he could before ducking back into safety. He pressed his back against the wall and listened.

_Thunk, tunk, t-t-tunk_ – "Ow ow ow ow ow ow ow ow ow!"

Wheatley flinched away as bullets hit the wall, but the barrage didn't last long.

"I don't hate you..."

When all was quiet, he risked taking a quick peek. The turret lay on its side, its optic dark. Wheatley gave a savage grin. "How about _that_, hey?" he crowed, stepping out into the open. Feeling pleased with himself, he did a few dance steps down the hallway, humming.

_"You look ridiculous when you do that, you know." _

"You're just mad I've got legs and you don't," Wheatley retorted.

A panel tipped up just enough to catch the toe of his shoe, and Wheatley pitched forward. He caught his balance just before faceplanting on the floor, then straightened and gave a nasty smirk. "Gotta tell you, jealousy does _not _look good on you, love!" he chirped. He did walk down the rest of the hallway in a normal fashion, however. He picked up the Companion Cube and tucked it under his good arm. "Guess you can be useful after all," he said to it.

_"I would like to point out that the Companion Cube isn't sentient, and therefore cannot speak. If you hear it talking to you, disregard its advice."_

Ignoring her, Wheatley turned the next corner. This hallway was much shorter than the last one, and thankfully empty of turrets.

It occurred to Wheatley he probably should have checked for that _before _sauntering out into the open.

At the end of the passageway was an opening leading to the next test track. Just before the wall ended, Wheatley noticed a strange black smudge. Curious, he paused next to it and bent over to investigate.

It was a handprint, much smaller than Wheatley's, and looked to have been made by someone slathering their hand with paint and slapping the wall. It was strangely unsettling, given how out of place it was when compared with the cold sterility of the rest of the walls – like a splash of life in a morgue. Wheatley tilted his head at it, then shrugged and put it out of his mind as he continued forward through the doorway.

The immediate area of the test track was also turret-free. The first half of the chamber was simply a flat floor, and beyond that the room resembled a jagged cliff face, if that cliff were made of panels of various sizes. Everything was a uniform dark gray in color.

Something felt _off _about the chamber, and it took Wheatley a moment to figure out what it was that bothered him. "There's no portal surfaces," he commented, looking to the camera just above the doorway. As always, it was focused on him.

_"I made this chamber especially for you, and you don't have a portal gun. Why waste the panels?"_

Wheatley shrugged. "Fair point, fair point," he said, then studied the numerous ledges in front of him. They were terraced, each ledge set further back than the others. He noticed that here and there, an ominous laser sight could be seen, inhumanly steady. The turrets themselves were out of sight, tucked into various alcoves along the way, their openings constructed to narrow their field of vision to the long pathways in front of them. After a bit of scrutiny, Wheatley noticed that the only way to advance involved traveling down the lines of sight of every one of those lasers, the hutches themselves acting as stairs to the next level.

"Are you trying to get me killed?" he asked, only half joking.

GLaDOS didn't answer.

Wheatley ran his free hand down his face, feeling his energy drain out of him as he stared at the chamber in front of him. The door seemed miles away, and his exhaustion just seemed to leech the strength from his limbs. He stared disconsolately at the path ahead of him, and for the life of him all he wanted to do was have a sit down for about an hour. Or twelve.

_"I can see this is going to take a while – I may have overestimated you this time. It's not exactly hard to do that. Tell you what: I'll go tell them not to cut the cake. But I can't promise they'll listen."_

His anger stirred, galvanizing him. He dropped his hand, clenching it into a fist. "I'll do your bloody test!" Wheatley snapped. "I'm going to solve this bloody thing, and you are going to be _amazed _when I do!"

_"That won't be too hard – if you manage to complete it at all, I'll be stunned."_

I left myself wide open for that one,

Wheatley grumbled to himself, scowling. He shook the thought away; he had other things to focus on. _First: Shut her up. Then: cake!_he cheered himself. His stomach was quite taken with the idea, and urged Wheatley forward.

He was careful to keep to the first turret's blind spot as he approached. As he drew closer, Wheatley could make out strange red X's scrawled at various intervals along the path. _What, did someone get bored and just start finger painting everything?_ he wondered. _Not half an artist, either – I mean, a handprint and some X's? If I were to be bothered enough to start drawing on the bloody walls, I'd at least draw a... a... I don't know, a pot noodle or something. A kebab. Maybe even pasta._

_God, I'm hungry._

"I wonder what kind of cake it is," Wheatley said aloud as he climbed. Using the companion cube as a step, he could easily clamber on top of the turret hutch. He had no time to waste, though – the second he did, the laser sight from across the room swung in his direction.

"Hello?"

Snatching the cube up, Wheatley dove behind an outcropping on the path, waiting for the turret to forget about him. As he did, he noticed that he was standing next to one of the X's.

"Searching... Target lost. Nap time."

Wheatley let out his breath. Pressing his face against the wall of the outcropping, he cautiously edged his head out until he could see the path ahead of him.

"Hmm... looks like we have to clear the stretch between us and the turret in one go. Looks to be a bit dodgy, but it's the only way forward, so there you go," Wheatley murmured. He looked down at the cube. "You ready?"

The cube did not reply, but that didn't deter Wheatley. Adjusting his grip so the cube was more secure under his arm, he charged forward, shouting. The laser sight instantly locked on to him.

"Hello, friend!"

Time seemed to slow as he ran. All he could see was the blood-red optic of the turret narrowing as it focused on him. The panels to either side of it began to move, arming its weapons. Wheatley screamed louder, pushing his tired legs as hard as he could.

With a burst of effort, Wheatley vaulted on top of the turret hutch, crashing against the wall of the chamber.

"Are you still there?"

Wheatley just wanted a moment to catch his breath, but he never got it. The cube was suddenly knocked out of his hands in a series of metallic _tunks_. Wheatley let out a shout, realizing the turret from the first level could see him and – as evidenced by the angry buzzing sounds of bullets whipping past – was firing. He leaped up to the next level, yelping as the turret down the line began aiming for him, and ducked into a shallow recession. The gunfire stopped, and Wheatley could see the laser sights wavering as it searched for him. He must have been too far away to hear the gentle queries of the turrets, because there was no noise as the laser sights stilled in their original direction.

He gave it an extra moment to forget about him, then inched forward. Craning his neck, Wheatley spotted the cube sitting forlornly on the top of the hutch he'd just vacated. He grimaced, glancing down the path. It was possible that he could progress through the rest of the levels without the cube. The thought was rather appealing; Wheatley would have to expose himself to do different turrets to retrieve the damn thing. _It's not like I'm abandoning it. Not really. I'm just... I'm getting on with the test. That's what I'm here to do. It's just a tool to help me do that._

_But..._

Wheatley grimaced, slumping back against the wall of his cover. He sat and thought for a moment, thumping his head against the wall a few times – there was even a convenient X to aim for. His sense of self-preservation was making some very persuasive arguments, most of which which were along the lines of "I don't want to get shot."

There was also a tiny voice that refused to shut up and let him abandon the cube, however. Though it didn't have as good a point, it was much more annoying and persistent. "Bloody hell," he sighed.

Catching himself off-guard, Wheatley lunged forward before he could convince himself how stupid an idea this was. He had maybe a couple seconds – the laser sights of the turrets were already centering on him. Wheatley grabbed the cube and scuttled backwards, making it back to safety just before the turrets began opening fire.

Wheatley curled his body around the cube, cringing away as the bullets thudded into the panels near him. As always, after a few seconds the turrets forgot he had ever existed and returned to their vigil.

Relaxing, Wheatley held up the cube and inspected it. Along one side was a grouping of bullet holes. He realized that, if he had not been holding the cube, the bullets would have hit him in the gut and he would now be lying in a bloody heap on top of the hutch. Wheatley gave a slight shudder as he traced the holes.

"Well. I suppose I owe you my life, hey?" Wheatley said, grinning and giving the cube a fond pat. "Thanks, mate."

The climb only got more difficult from there. The stretches between cover became longer and longer, and the cover itself became less and less effective. Wheatley soon realized that whomever had left behind the X's was an ally – they designated the spots where he was completely hidden from all turrets. The strange markings soon stopped being alien things and became just another part of the test, though Wheatley doubted GLaDOS had placed them there.

His decision to retrieve the companion cube was also validated, giving that little voice inside him a certain smugness. On many occasions, Wheatley had to use it to block a turret's line of sight or shield himself from gun fire. It also provided an audience for his almost constant narration, and the fact that it never replied only gave him a strange sense of happy nostalgia.

It wasn't a perfect ascension by any means, however. By the time Wheatley dragged himself onto the final tier, panting for breath, he bore many signs of his close calls: torn clothing, burns from where a couple ricochets had landed on him, and even a few cuts where he'd been grazed. He was an absolute mess, but as he hauled himself through the door, there was a huge smile on his face.

"There we go, hey?" he said, hugging the cube tighter against his side. It also showed some wear and tear in the form of bullet holes, dents, scrapes, and smears of blood from Wheatley's hand. "Finally made it! Look, right there through that door – cake! We only had to dodge a frighteningly large number of turrets, frequently risking death in order to further the cause of Science. I'll be honest; probably wouldn't have made it without you. All worth it, in the end."

His feet felt like lead weights, but he forced his legs to drag them along as he kicked the cube into the next room. It was circular, with a single switch in the center and a closed vent hatch next to it with the word _Incinerator _was stenciled on its side. An observation window hovered overhead, and Wheatley swore he could see someone watching him through it. It wasn't anything he could be certain about, but if he squinted hard enough he could make out a hazy human figure sitting in a chair.

_"Wow. You survived. I didn't see that coming."_

Wheatley glared up at her camera. "Yes, I did, no thanks to _you_, I might add. What were you thinking with that test? What kind of knowledge is being gained by almost killing me? What kind of information are you getting out of any of these damned things, anyway?" he asked.

_"If you have to ask, you wouldn't understand. It's Science; that's all you need to know."_

"That's a bollocks answer," Wheatley grumbled. "Now, where's this cake?"

_"There's one more thing you have to do."_

Wheatley groaned, running his free hand through his hair. "What's that, then?"

_"Unfortunately, your Aperture Science Weighted Companion Cube cannot come with you, and must be euthanized – "_

The little voice from before couldn't be heard over the growling of his stomach. Wheatley hit the switch with his elbow and chucked the cube over his shoulder and into the open incinerator vent. "Right, then. Where's the cake?" he asked again.

GLaDOS was stunned to silence. _"You... you euthanized your companion cube faster than any other test subject on record. I'm not even lying about that. You really are a horrible person."_

"I am not. You said yourself they're not sentient," Wheatley said plaintively.

_"I was lying."_

"You... what? Really?" Wheatley asked, frustrated. "What purpose would giving a box – I don't care what you call it, it's a bloody box – what purpose would giving a box sentience serve?"

_"Namely to see if test subjects would feel remorse when asked to murder something. You didn't. You didn't even hesitate. And all for cake. Good job. Your kill score is now ten thousand and one."_

"You know what? I'm tired, I'm hungry, and I'm sick of doing these bloody tests," Wheatley snarled. "If I have to throw a box into an incinerator then listen to you whinge about it in order to rectify these things, so be it."

He was about to continue when he froze, his brow furrowed and his head tilted in confusion. "Wait,_ ten thousand?_ Where d'you get _ten thousand_from?" he demanded.

_"I'm counting everything you've killed in this universe. And since you and the other moron that was here are essentially the same person, I'm combining your scores."_

"I _murdered_ ten thousand people?" Wheatley said, aghast. "I mean, uh... _he? He_murdered ten thousand people?"

_"Yes. Through incompetence."_

Crossing his arms stubbornly in front of him, Wheatley scowled upwards. "I don't believe you. I absolutely _refuse _to believe you. I mean, not that big a stretch to think maybe you're bloody lying to me again – you've been lying to me about everything else!"

GLaDOS chuckled. _"For once, I'm actually telling the truth. I can even prove it."_

"Oh, yeah? How?"

_"The Aperture Science Enrichment Center records everything said by Aperture Science devices and employees for quality assurance purposes. I was cleaning up my files – a lot of them were corrupted, thanks to your stupidity – and I found an audio log. It's almost a work of art, given how well it captures your essence: Worthless. Pathetic. And _moronic."

"I AM NOT A MORON!" Wheatley yelled.

_"'Alright, I wasn't going to tell you this, but I am in PRETTY hot water, here.'"_

Wheatley jumped back in alarm and his face paled as the familiar voice poured out of the speakers. There was no arguing that it was his: his accent, his word usage, his inflection... there was nothing to tell the other Wheatley's voice from his own. On a basic intellectual level, he knew it wasn't that far-fetched to believe his voice and voice of this universe's version of him should be identical, but hearing it was another matter entirely. "What...?" Wheatley started, but was interrupted by... well, by himself.

_"'The reserve power ran out, so of course the whole relaxation center stops waking up the bloody test subjects... And of course, nobody tells ME anything. Nnnooo. Why should they tell me anything? Why should I be kept informed about the life functions of the ten thousand bloody test subjects I'm supposed to be in charge of?... And who's fault d'you think it's going to be when management comes down and finds ten thousand flippin' vegetables?'"_

"Turn it off," Wheatley said weakly.

In a rare show of obligingness, GLaDOS stopped the recording. _"I know. Sickening, isn't it?"_

Wheatley drew a trembling hand down his face. "I don't... I can't believe it," he said.

_"What? That you're a murderer? That you're an idiot? Because if you'd seen the other you, it'd be a lot easier to believe than you think. I've got some real gems stored in my database – maybe we can listen to them while you're testing."_

"I can't believe I was _relaxation center attendant!_" Wheatley cried. "How shite was I that they stuck me in the_ relaxation center?!_ And I _still _mucked it up!"

_"I told you."_

Wheatley wrapped his arms around himself, trying to ignore the sudden feelings of shame curdling in his belly. He had no reason to be, but he was embarrassed for his other self. The man had let ten thousand people die, and all he was worried about was himself. "Selfish... bloody selfish," he said.

_"You've just proven you have that in common, too. I mean, he's got a higher record – second-highest in the facility – but I'm sure your companion cube doesn't care about the difference. If it weren't dead, anyway."_

Wheatley rolled his eyes. "You wouldn't have let me go on with it, hey?" he asked pointedly.

_"No."_

"Then what's the point of me dragging it about? Either a quick, fiery death via incinerator, or instantaneous, disintegrating death by means of emancipation grill," he said, shrugging. "Now can we _please _get on with more important matters: where's this bloody cake?"

_"After the next chamber."_

"You said after this one!" Wheatley protested, his voice hot with anger.

_"I lied."_

"Oh, for the sake of – ! Do you lie about _everything?_" Wheatley said. "There isn't even any cake, is there?!"

_"Oh. Wow. You picked up on that faster than anyone else. Then again, unlike with you, I've never flat-out told anyone that I lie before, so that really kind of takes the 'achievement' aspect out of it."_

"You _lied _about the – "

_"I know you don't owe me any favors, but don't finish that sentence. You have no idea how sick I am of hearing about cake and lies."_

Wheatley snorted in disgust. "Right, right, perfectly understandable, with an easy solution: _stop lying about bloody cake!_" he shouted. He whirled on the observation window, his frayed temper close to snapping. "What kind of bloody idiotic operation are you divs running around here?!" he shouted. A hazy figure jumped in surprise – so, there had been someone after all. "Turrets that babysit infants?! AI's that lie about pretty much everything?! Giving sentience to random objects and then telling test subjects to kill them?! Once again and for the last time, are you all absolutely bloody _mental?!_"

The figure in the room leapt up from its chair and ducked out of sight. Wheatley gave a satisfied smirk; his shouting hadn't done anything, but it felt good anyway. On a roll, he jabbed a finger at GLaDOS' camera. "And as for _you_, little miss lies-a-lot! I'll tell you, I don't appreciate being yanked around like this! I've been a damn good sport about it all, but that last bit was too far! I almost _died! Repeatedly!_ I've had enough! And I want to speak with your programmer about the frankly_ terrible_ personality he's given you! I have no idea why he made you a complete and utter _bitch_, but it really wears after the first _seven bloody hours!_"

_"Talking with him might be a little... difficult."_

If Wheatley didn't know better, he'd have said her voice sounded downright coy. "And why's that?" he said belligerently.

_"Because I hold the highest murder record in this facility. So unless people in your universe can speak to the dead, it's going to be a bit difficult to talk to... well, anyone else."_

As her words settled over him, Wheatley felt a lot less confident. "B-beg pardon?" he asked.

_"You're the only living human in a fifty mile radius. You'd think that at least one of these scientists would have developed a cure for neurotoxin, but they didn't."_

Realization struck with the force of a runaway train. Many small oddities and inconsistencies clicked into place, and Wheatley gained a much better appreciation of exactly what kind of situation he was in. Swallowing hard past the sudden heart-sized lump in his throat, Wheatley pointed a hesitant finger at the observation window. "W-what about them, then?" he asked. "I j-just saw them. They're... they're alive, hey?"

_"... That was a rat."_

Wheatley clamped his mouth shut as something rude almost slipped out of him. GLaDOS caught his expression, however.

_"... That was a very big rat. Don't worry about it; I'll take care of it."_

Her tone had a menacing finality to it. A drop of sweat ran down the back of Wheatley's neck as he began mentally reviewing his conversations with GLaDOS up to this point. He cleared his throat, giving a smile he hope was more friendly than terrified as he tugged at his collar. "U-um... by the way, heh," he began, "I, ah, just wanted to say... you know, when I say things like 'bitch' and 'terrible personality,' um... i-in our universe, ah, those are... those are _good _things! Yeah!"

_"Really."_

Wheatley forced his grin wider. "Of course! Everything's all, um, topsy-turvy! Absolute madhouse, my universe!" he lied.

_"Oh, how I love that moment of dawning realization... I take it your capacity for mind-numbing terror has recharged?"_Her voice was thick with wry amusement.

"You could say that, yeah, and be completely accurate with it."

Her sultry laughter sent a chill up his spine. _"Oh, good. After all the things the other you did to me, I've become somewhat... resentful. I've had a lot of time to think about all the different things I wanted to do to you for revenge, and none of them would be very satisfying without a little screaming on your part."_

Wheatley stared wide-eyed at the camera, his stomach clenching and his mouth going dry. He began to tremble, hunching in on himself as if GLaDOS would take pity on him if he were a smaller target. "B-but I... but I... d-didn't..." he stammered, but he couldn't get himself to force the rest of the words out.

_"Oh, it doesn't matter. Like I said: you're essentially the same person. You'll do."_

That was too much. Wheatley's mental dam broke, and all the stress and exhaustion and fear and everything else he'd been through since the void-man had first shown up flooded through him, overwhelming him. His knees buckled as his eyes rolled back into his head, and just before he lost consciousness Wheatley heard GLaDOS give an irritated sigh.

* * *

****A/N:** Aaaaaannd I would say _this_ is my new weakest chapter. I don't know what it is about this thing. I had a clear image of what I wanted to accomplish, but for some reason it was just _ridiculously_ difficult to focus and pound it out on the keyboard. I blame the test chamber – everything before and after flowed smoothly, but I kept getting snagged on that. So that's why it may be a bit choppy – I was just tired of dealing with it.

I debated for quite a long time as to whether or not to mention cake or companion cubes in this story. I hated the feeling that I was just pandering to Portal fans. The cube got in because I wanted to use it to show one of Wheatley's bad qualities: he _does_ tend to act incredibly selfishly when it comes to other people. That and the idea of him casually chucking a cube into the incinerator makes me laugh.

The cake, on the other hand, was a much harder decision. I wasn't too thrilled with "the cake is a lie" the first time I heard it, and it's only gone downhill since then. However, I was doing some research, and apparently GLaDOS is programmed to offer cake to test subjects as motivation. Once she killed all the scientists, she no longer needed to actually bother with the cake, but its mere mention was persuasive enough to get test subjects moving. Everything about GLaDOS during testing is designed to urge the subject on, and I was trying to show that here. So cake made it in.

Also, I remembered that I'd titled this fucking story "Cake and Lies," so I was already pandering to the audience anyway. Might as well slip in a quick joke. Also: TITLE DROP! I'm so fucking clever!

Anyway, I'd like to apologize for how long it's taken me to get this up: I'm in the middle of finalizing a move, and not only was finding time to write difficult, but I didn't have an internet connection until just now in order to upload it. I'm now relaxing for the first time in four days, so chapter seven should be up soon. Yay, me!

As always, thank you so much to everyone who's commented, followed, and faved. You have no idea how happy it makes me knowing I'm bringing some joy to other people. Yay, you guys!**


	7. The Portrait

_**All characters belong to Valve in some way, shape, or form.**_

_"... outside the testing track again... find... hard for you two?... evaded you idiots so far..."_

Something was jabbing Wheatley in his left side again.

_"... circling back around over and... almost... keeping an eye on him. Now... out there... find... or else."_

GLaDOS' voice faded in and out of his hearing as he woke up, her words incomprehensible to him. He was lying facedown on something flat and hard – the floor, he imagined. Heaven forbid anyone be decent enough to move him somewhere more comfortable. He was getting a little tired of becoming unconscious and waking up to find no one gave a damn about it. Then again, becoming unconscious in the first place was getting a little tedious, as well.

He wasn't sure how long he'd been out. Not long enough for him to have gained any sense of rest from it, but enough that the pain in his shoulder and ankle had died to a muted ache.

Wheatley stirred, going through the tired old routine of picking himself off the ground. Just as he had thought, he was on the floor. GLaDOS hadn't even moved him from the spot he'd collapsed in. The jabbing sensation stopped, and Wheatley ran a hand down his side, feeling something small and solid in his left breast pocket –

_"Oh. You're awake. Good. We've got a lot of work to do. Research, Science, testing..._

_"... Revenge..._

_"Our schedule is full up."_

That was a bit much to greet anyone with first thing after they regained consciousness, he felt.

Stumbling over to the wall, Wheatley used it to steady himself as he adjusted his glasses. It took him a moment or so to get this thoughts in order, but once he did and his memories returned, anxiety set in. He looked up at GLaDOS' camera and gave a tremulous smile. "Well, uh, I absolutely appreciate that you have a timetable, I really do," he said, "But I think maybe hopping straight into it is a bit, um, how do you say... premature? I always like to, you know, sort of _ease_ my way into vigorous things like exercise, eluding death, and gibbering terror." His stomach growled like an angry bear. "Maybe we could open with something, you know, just a _little _less strenuous than testing – maybe, say, breakfast? Or-or lunch. Or dinner, whatever. Whatever time it is right now, the closest corresponding meal."

_"You make a good point. Tell you what: after this next test, we'll take a break. Get to know each other better over some refreshment. Maybe we can put all this behind us. We'll laugh about it later."_

Her words sparked a feeling of hope and happiness in Wheatley's chest before the rare voice of common sense reminded him who he was speaking with. Sighing, Wheatley brought his hand under his glasses to pinch the bridge of his nose. "You're lying again, aren't you?" he asked, unable to muster up any tone beyond flat.

_"Wow. You're catching on fast."_

Clap, clap, clap.

Wheatley didn't feel the slow clapping was necessary, but he wasn't about to point that out to the homicidal computer that already had a grudge against him. Despite what everyone thought, he _did _sometimes think things through.

A panel in the ceiling peeled back, dropping a small cable attached to a clear syringe that looked to have been used on horses in a previous life. While the needle on it was short and thin, it was the contents that alarmed Wheatley most: whatever liquid was inside it was better left to the imagination.

The needle reared up like a serpent, pointing straight at him in a hostile fashion. Wheatley gulped, backpedaling away from it. Its point followed him wherever he went. "Wh-what's that, then?" he asked.

_"Breakfast. Now stay still while I stick this in you."_

To say the look Wheatley gave the camera was incredulous would be a painful understatement. "You expect me to just let you jab me with a needle? After not only admitting you're a chronic liar, but have it in for me as well?"

_"If I wanted to kill you so soon after revealing that I wanted to kill you, why would I wait until you'd woken up? Why not just kill you in your sleep?"_

"Well, you _did _say whatever you have planned wouldn't be nearly as much fun without me screaming."

There was a pause. _"You know, I liked you better when you weren't this intelligent."_

Wheatley brightened, grinning at her camera. "Well, it's nice of you to finally admit – "

While he was distracted, the needle shot forward, lancing into his stomach. Wheatley gasped in pain as he doubled over, instinctively clutching at the syringe buried to the hilt in his gut. The plunger depressed, and he was treated to the sickening, painful sensation of his stomach expanding as it was filled with... whatever.

_"Moron."_

Wheatley was in too much pain to protest. To be frank, some small part of him agreed.

After a small eternity, the needle was yanked free and was drawn back into the ceiling. Wheatley collapsed to his knees, wrapping his hands around his stomach as the tried to decide whether or not to give into the nausea and throw up.

It was as if GLaDOS knew what he was thinking. _"Go ahead. Make a mess on my floor. I may have to clean it up, but I'll get to use the needle again. That's always fun."_

Wheatley glared at her camera, anger making him forget to watch his mouth. "What the bloody hell was that, you mentalist?!" he snarled through clenched teeth, "I get that you're irrationally angry with me because you blame me for something _I bloody well didn't do_ because I was in an _alternate bloody universe _at the time, but what kind of deranged lunatic just goes around stabbing people with needles for no apparent reason?!"

_"It was a nutritional supplement. I can't inflict unspeakable acts of retribution on you if you collapse from hunger."_

This gave Wheatley pause. "You... you fed me?" he asked, the very idea seeming strange and alien given the other party involved. "I mean, it was a violent and painful feeding, but nevertheless, coming from you, that's... well, that's almost maternal. It's kind of frightening, thinking you possess the capability for more emotional subroutines than just sadistic sociopathy." He peeled his hand away from his abdomen, grimacing at the small stain of fresh blood there.

_"It's typically administered by intravenous drip in between chambers. I just wanted to speed up the process so we can get back to testing."_

Wheatley rolled his eyes. "There it is," he muttered, "I feel better, now."

_"Glad to hear it."_ The round door leading to the chamber lock hissed open. _"Now, if you're done procrastinating, continue on to the next test."_

A jolt of pain shot through Wheatley as he rose to his feet – he was going to have a bruise there. He tilted his head sideways at GLaDOS' camera, his eyes hooding as a thought occurred to him. "Why?" he asked, his voice straddling the line between hesitant and challenging.

_"Excuse me?"_Her tone was pure poison.

Ignoring the small voice trying to explain why he should shut up right this second, Wheatley crossed his arms in front of his chest and raised his chin in defiance. "Why should I go on to the next test chamber? You're only going to try and kill me. You've made that much clear," he said.

GLaDOS chuckled, and there was nothing mirthful in the sound. _"Because I control the neurotoxin emitters. So, yes. You_ may _die in the next chamber._

"But you WILL_ die if you stay in this one."_

Any semblance of rebellion evaporated and was replaced by dread. "A-ah, right. Yes. Of course," he mumbled, lowering his gaze as he shuffled his feet. "I'll, uh... I'll just, um, you know, get heading on to the, ah, next ch-chamber, then, shall I?"

The only answer was a sibilant rush of noise, much like the sound of neurotoxin gas being pumped into a room. Wheatley bolted forward with a yelp, hurling himself into the waiting lift. The doors closed behind him.

Unlike the gradual ascension of previous lifts, this one shot upwards, the twists and turns slamming Wheatley against the glass sides. He rolled and tumbled for what seemed like hours, shouting each time he impacted against a solid surface. When the lift halted, the inertia left him mere inches from smacking into the roof, though he did land in a painful pile on the floor. The doors opened, and he spilled out onto the chamber lock floor, pausing there a moment to give it a small hug, grateful it wasn't moving.

_"I think you'll like this next test. It's not subtle at all, which is right up your alley. Again, I designed it specifically for you."_

"Well, that doesn't sound ominous," Wheatley grumbled, but obediently got to his feet and headed for the next chamber.

The doors opened, and Wheatley froze the second his mind processed what his eyes were seeing.

_"What's wrong? Don't you like it?" _It should have been a crime to sound as smug as GLaDOS did.

Stretching before Wheatley was a vast chamber, dotted here and there with solid platforms. Across the way on either side of the exit door were two blue excursion funnels alternating on and off. Directly above each of them was a small cage containing a storage cube and a super button; when the funnel was on, it would push the cube onto the button, turning on six hard light bridges connecting various platforms. Each button appeared to control a different set, and Wheatley would need to cross all twelve to get to the exit.

That wasn't the problem. The problem was that between his door and the exit, underneath the bridges there was absolutely nothing. The platforms descended so far down that their bottoms disappeared in a blue-gray haze. Wheatley pulled his eyes away the second he realized how high up he was.

The nutritional supplement roiled in Wheatley's belly, and he fought to keep it down. He had no doubt GLaDOS would be all too eager to administer another dose. Getting stabbed hadn't felt that great the first time; he doubted a second occasion would change his mind.

Panic threatened to overtake him, and Wheatley had to force himself to breathe at a regular pace and not hyperventilate. He locked his eyes on the far door as he tried to ignore the distinct lack of floor just inches from his toes. "Alright, Wheaters. Get a grip... just get a bloody grip," he breathed, "You can do this. This test is nothing, nothing! I mean, hard light bridges blinking on and off? You faced bloody turrets last time! What is this against that?

"Then again, she wasn't blatantly trying to kill you last time...

"See, things like that? You don't need to be thinking them. Just... just pass them on, let them float on by without any acknowledgment on your part. Positive, remember? I am thinking positive!

"I just wish there actually _was _anything positive about being trapped in the bowels of an Aperture Science set in a completely different universe than my own, being operated by a murderous machine that has had just one helping too many of the crazy cake..."

Wheatley hit his head with the heel of his hand. "No, no, no! Positive! Positive! Positive!" he admonished himself, punctuating each word with another hit.

_"You'd better hurry. This is a timed course."_

He glanced up. "Do I even want to know what'll happen when time runs out?" he asked.

_"Unless you enjoy hearing the effects of neurotoxin on a person plummeting to their death, no."_

"And how much time have I got?"

_"Not enough for you to be standing around asking questions."_

Wheatley ran a hand down his face, pulling hard at his jaw. "Of bloody course," he muttered. Not thinking, he glanced back down into the gaping chasm, and every muscle in his body seized at once.

The bridge connecting the entrance to the first platform flicked on, but Wheatley didn't move. He wanted to; he begged and pleaded and screamed at his legs to move, but they were having none of it. All he could manage was stare down at the unseen depths of the chamber, his mind awash with images of him falling forever or landing in a gory splash. The world seemed to spin, and Wheatley reached out with a shaking hand to grab the wall for support. The nutritional supplement threatened to come up, extra shot or no.

_"'Jump! Actually, looking at it, that is quite a distance, isn't it?'"_

A shudder ripped through Wheatley. For all his verbosity, he doubted he could find the words to describe how eerie it was to hear his own voice speak words he'd never said. He gave the ceiling a pleading look. "Is that absolutely necessary?"

_"I don't do encouragement, but you look like you could use some. So I'm going to make you useful for a change."_

Exasperation pulled Wheatley's mouth into a frown as the bridge disappeared. "For the last time, I am not him, so your repeated use of the same singular pronoun to describe two separate people is not only confusing, but absolute bollocks! Yeah, we may sound a bit... well, _exactly_ alike, we are _not _the same!" he said.

_"You never knew him. How can _you_ know?"_

Wheatley opened his mouth to respond but realized GLaDOS had a fair point. The two Wheatleys were apparently similar enough that they shared a fear of heights; he wouldn't doubt that GLaDOS had gained the knowledge from this universe's Wheatley and used that knowledge to create this test.

He wasn't going to admit defeat, however, and kept talking despite a lack of anything to say. "Well, you know, I mean... he and I, cut from the same cloth... well, alternate cloths, in different universes, sort of... well, we'd be a bit like twins, yeah?" he babbled, gesturing emphatically with his hands. "I mean, physically the same... even though you say he was short and fat, and I certainly am not either... um, chemic-chemically the same, essentially, but, ah, personality-wise... actually, uh, actually quite different."

_"You should probably get going. You don't have too long before this chamber experiences a drastic increase in the amount of neurotoxin in it."_

That was also a fair point. Wheatley abandoned his haphazard explanation and made himself focus on the platform ahead of him. "Right. I can do this. I can... I just need to, you know, _go_," he coached himself, narrowing his eyes at it. "One foot, in front of the other, same with the next foot, repeat vigorously. Been doing it all my life. I'm a bit of an old hand at this 'walking' thing. So, I just need to utilize those skills, and... _go_."

The bridge flared back to life, and without stopping to think about it Wheatley began to walk across, his posture stiff and resolute. He stared as hard as he could at the platform, trying to ignore his peripheral vision with the same desperation as a drowning man grabbing onto a stick of wood.

Beneath him...

_Beneath him, a floor panel lifted up to hover a few inches below his feet as he walked, ready to catch him if he fell._

Wheatley twitched bodily as the memory hit. For one glorious second, he wasn't walking over a bottomless pit; he wasn't trapped in a nightmare, wasn't the prisoner of an insane AI, wasn't exhausted, afraid, or in pain. He was in a warm room, in no danger whatsoever, happy and excited and being watched over by the closest thing he had to an actual friend in Aperture.

His feet touched the platform, and Wheatley stopped, bowing his head as sorrow wrenched his heart. All this time, he'd been so concerned over himself that he hadn't stopped to think about those who weren't so lucky. Yeah, sure, "luck" may be subjective at this point, but at least he was alive and had a chance to continue living. Jerri, Atlas, Rick, and countless others didn't. They were at ground zero of a massive nuclear detonation, along with...

She must have somehow known what that chamber lock was capable of, if not any specifics – he remembered she wouldn't let him go in at first. But when it became a choice between risking the unknown and certain death, despite not knowing what would happen she took the chance rather than let him die.

GLaDOS... no, _CHELL _had saved him. She knew the reactor was going to blow, and she was more concerned about getting him to safety than her own impending demise.

And after defying her creators by refusing to speak for over ten years, she had broken her silence to tell him her name... and to say goodbye.

Wheatley brought his hand under his glasses to cover his eyes as they began to sting with unshed tears. "Bloody hell," he whispered, his voice catching slightly.

_"Sometimes, I honestly think you _want_ me to kill you – have you already forgotten you're on a time limit? An arbitrary one, sure, but a time limit nonetheless."_

The disparity between the two constructs brought into sharp relief exactly how much Wheatley had lost. "I need a bloody moment, alright?!" Wheatley barked, his head snapping up as he glared. His irritation drained, leaving behind a life-sucking melancholy. "I just... I realized... I need a moment, alright?"

_"Oh. It just now occurred to you that everyone you've ever known is either dead or in another dimension that you will never, ever be able to return to? That didn't take nearly as long as I thought it would. Don't get me wrong, you're still a horrible person because you only just now came to that conclusion. But, still – it's the small things."_

He couldn't even bother to get irate. "I'm not a horrible person," he argued, but even to himself his voice sounded listless.

_"Yes you are. You feel bad now, but I bet you never really noticed anyone else until this exact moment, did you? You don't even realize how poorly you treated them until it's too late. It's easy to feel regret when you know you never have to admit you're wrong to the person in question."_

The venom in GLaDOS' voice caught Wheatley's attention. "What are you – ?"

_"I know you're too stupid to have ever figured out what the Aperture Science Perpetual Testing Initiative Multiverse Accessibility Chamber Lock could do, so for whatever reason, someone ignored your inherent worthlessness and shoved you into it to save your life. Was it the other one?"_

Wheatley's brow lowered as his apathy began to give way to anger. "If you're talking about GLa – about _Chell_, then yes. She... she saved me," he said.

_"I wasn't, but it doesn't surprise me."_ Wheatley didn't even have a moment to be confused before GLaDOS continued her harangue. _"It actually helps my argument that you and this version of you are the same person. You used and abandoned Chell here, too."_

Shock made Wheatley rear back as if he'd been physically struck. "What...?! I never – !"

_"She was a prisoner here, same as you. She had brain damage, so she was just a little smarter, but still dumb enough to believe in you. And by the way, she only had brain damage because of what your ineptitude did to the Relaxation Center. She risked her life over and over again to help you achieve your goals, and in return you were supposed to free her._

_"But when you came to be in charge of this place, you know what you did?"_

He had a feeling he would not like this answer. "... No?" he said in a small voice.

_"You betrayed her."_

He was right; he didn't like that answer. "I.. I'm sure, I... I must've had a good reason, hey?" Wheatley said, rubbing the back of his head. True, he couldn't think of one, but he tried to have faith in his other self.

_"'Wow! Check me out, partner! We did it! I'm in control of the whole facility, now! Whoa-ho-ho! Would you look at this? Not too bad, hey? Giant robot. Massive! It's not just me, right? I am bloody massive, aren't I?_

_"'Oh! Right! The escape lift! I'll call it now!_

_"'There we go! Lift called._

_"'Look how small you are down there! I can barely see you! Very tiny and insignificant!'"_

Wheatley got a bad feeling as his other self babbled on, showing off his new powers as his voice began descending into a sinister tone. Something nagged at him, but he was distracted by the sound of laughter that started off bright and cheerful but slowly twisted into something maniacal.

His stomach dropped as the chuckling trailed off and the other Wheatley said, _"'Actually... why do we have to leave right now?'"_

The audio cut for half a second, and Wheatley wondered what else was on the file. His voice came back soon enough, and Wheatley cringed at how hateful it sounded. _"'Don't think I'm not on to you, too, lady. You know what you are? Selfish. I've done nothing but sacrifice to get us here! What have you sacrificed? Nothing! Zero. All you've done is boss me around! Well, now who's the boss? Who's the boss?'"_

The voice dropped into an intimate whisper. _"'It's me.'"_

Wheatley was almost happy when GLaDOS' voice resumed. _"You know what you did then?"_

"I did something more horrible to a woman with brain damage that I caused who helped me than turning on her for no apparent reason?"

_"You punched her into a pit."_

His hand leapt to cover his mouth. "I did not!" he gasped.

_"A very deep pit. She fell for quite some time."_

"I did not!" Wheatley said again, aghast.

He flinched as his voice raged over the speakers again. _"'WELL, HOW ABOUT NOW?!_ NOW_ WHO'S A MORON?! COULD A MORON PUNCH! YOU! INTO! THIS! PIT?!'"_Each infuriated burst was punctuated by the sound of metal crashing against metal and breaking glass. The audio stopped, for which Wheatley was thankful – he wasn't sure he could handle hearing the woman's screams as she plummeted to her death.

He hesitated, then morbid curiosity prodded him to ask, "D-did... did she die?"

_"No. She was equipped with fully functional long fall boots."_ Wheatley's breath rushed out of him in relief. GLaDOS ruined it by adding, _"So when she got back out of the pit, you immediately threw her into the testing tracks to satisfy your 'itch.'"_

His mind shied away from any culpability, desperate not to accept the realities of all that Wheatley had just heard. It scrambled about, looking for anything else to focus on besides the fact that in this universe, he was vicious enough to punch a brain-damaged woman into a pit. He didn't want to admit that there was a part of him – any part, even a part in an entirely different version of him – any part of him that was that cruel.

It was a blessing when something did come up. "What happened to her?" he asked.

GLaDOS paused before answering. _"I am capable of pity, you know. I just ignore it on general principle. But I felt so bad about all she'd had to go through with you that I just... let her go."_

"Well, that's good I guess," Wheatley said. "I mean, it does sort of have a karmic balance, the fates of this woman and the not-me – one happily released, the other shot into space. I assume that was the reason you did it?"

_"Close enough. Really, though, I was just tired of hearing your voice. Imagine my joy when you woke up and started talking. It was like you'd never left."_

A thought distracted Wheatley from her sarcasm. "Wait... in the recording," he said, his words slow at first as he collected his thoughts then coming faster as he did. "In the recording, I said... I said I was in charge of the whole facility. That can't be right; only you can control the facility – well, your mainframe. All the programs are stored in that. Then I said that... that I was massive. 'Giant robot,' to be specific..."

He looked up. "What... what was I? In this universe?" he asked.

_"You were a human."_

"Then why did I say 'giant robot?'"

_"You were a personality core."_

"A what?" Familiarity nagged at him, but Wheatley couldn't place where he'd heard the term before.

_"A personality core. An AI construct they designed to make me behave. It didn't work."_

"So I gathered... so what was I? A human, or a... a 'personality core?'"

_"Both."_

Wheatley ran a hand through his hair. "You know what? Forget it," he said, his voice sharp with irritation, "I've got better things to do than sit here and listen to you wind me up some more."

_"Is that right? Like what?"_

His answering grin was a shade away from him simply baring his teeth. "First things first, I'm going to once again beat your bloody test," he said.

_"And then...?"_

Ignoring her, Wheatley rolled up his sleeves and tightened the makeshift bandage on his hand. His sense of determination quailed as he remembered the parameters of the test, but GLaDOS' mocking chuckle galvanized him.

Working to not acknowledge the fear gibbering in the back of his mind, Wheatley charged across the hard light bridges. Well, sort of charged. The bridges got longer the closer he got to the exit, requiring him to do quite a bit of running and jumping to make it to the next platform in the given interval. He had to take a break after each bridge to work his nerve back up, especially if he suffered a near-miss.

As he navigated the bridges, he noticed that every once in a while, an odd sound could be heard over the humming of the excursion funnels. Wheatley paused on a platform and looked up.

"Am I hearing explosions?"

_"... No."_

"No, no, I think I am... I was hearing sounds exactly like this when my Aperture was going tits up. Those are explosions. Why are things exploding?"

_"They're not."_

"See, now that I know you're a liar, you have to at least put some effort into it or I'm not going to believe you. I'm a trusting fella, but come on!"

_"Listen, I... I've got to go check on something. Don't die until I get back."_

All around the chamber, GLaDOS' cameras drooped. There was nothing definite, but Wheatley swore he could _feel _GLaDOS leaving as the pressure from her perpetual attention disappeared. Rolling his shoulders, Wheatley spared an absent thought for the mysterious noises, then continued on his way.

He was on the last bridge when disaster struck. He'd started off perfectly – the bridge was long enough that he had to jump from the platform seconds before the bridge actually turned on. Two more big jumps would have him over. He was about to begin running when there was a loud crack he felt as much as he heard. Wheatley looked up in time to see a hole in the ceiling and something large and metallic plunging towards him.

Wheatley leapt backwards just in time to avoid being crushed. He had only a moment to catch a glimpse of a segmented sphere with oddly human-looking robotic limbs before the thing slid off the bridge, tumbling into the depths below. Wheatley watched with horror as the thing fell, unable to tear his eyes away until he heard the hum of the other excursion funnel as it warmed up.

_The bridge!_

Realizing he had only seconds, Wheatley lunged for the solid ground just before the exit door.

There was a sudden feeling of weightlessness as the bridge vanished from underneath him, and in the fraction of a second before howling terror set in Wheatley was reminded of those old cartoons he used to watch. Then gravity caught up with him.

Wheatley shrieked as he started to drop. By some happy miracle, he was able to catch the edge of the final platform with his fingertips, keeping him from joining the metal thing in freefall. He almost lost his grip when agony flared from his palm as the cut ripped open and his body slammed into the wall, but managed to keep his hold.

He was by no means safe, however. As with the pit in his third test, Wheatley was unable to pull himself up. Even worse, the combination of exertion and fear had made his palms slick, and he could feel his fingers sliding off as his weight dragged him down.

Pathetic mewling noises tore from his throat as Wheatley's feet scrabbled for purchase. _Oh, God! Oh, God! Oh, God! I can't get up! I can't pull myself up! Oh, God, I'm going to die! I'm going to – oh, God, I'm going to die! I'm gonna die! Someone! Anyone, please! Help me! Please! Oh, God, please, no! No, no, no, no, no! Please!_

Struggling was only making him slip more. Almost crying in terror and frustration, Wheatley tried to haul himself up using only his arms, but to no avail. His fingers slipped another precious centimeter, and he was clinging to life by only the last pads of his fingers. _I don't want to die! Please, God, no! Help me, help me, help me, help me, help me –_

_"Blue, where are – oh, this is just ridiculous. Am I the only one that doesn't require constant supervision in order to function?"_

A panel near Wheatley's knees folded out, moving slow to avoid knocking him from his precarious spot. Wheatley immediately took advantage of it and launched himself onto the solid surface near the door. The second he did he collapsed, hugging his knees to his chest as he wept with relief.

_"I told you not to die until I got back. Of all the instructions you've ever received, I figured that would be the one you'd listen to, but you almost screwed that up as well. I – "_

Another muted boom.

_"You know what? This can wait until I get back."_

Wheatley didn't hear her. His whole world was the feel of the solid ground beneath him and the sobs wracking his body as he vented his hopelessly tangled emotions. That was all he was capable of for a quite a while.

He was nothing, however, if not a series of convoluted coping mechanisms. Failures were glossed over, social inadequacies were laughed off, and emotional traumas got swept under the rug, and everything negative was forgotten as his mind distracted him with shiny new thoughts.

It may not have been the most efficient method, but damn if it wasn't effective.

The shiny new thought that brought Wheatley out of his doldrums was the passionate desire to get as far away as he could from the gaping chasm that almost claimed him. Raising his head and glancing around, Wheatley oriented himself to the exit. With one last hiccup to round out his crying jag, Wheatley unrolled one sleeve and used it to wipe his face. It may not have been the cleanest cloth around, but it got the job done. He still felt like shit, though – the tingling in his face was almost painful, his eyes stung, and what little energy he'd regained from the nutritional supplement had been burned up, leaving him feeling more tired than he had been before.

Standing was asking a bit much at this juncture, so Wheatley settled for scooting himself over to the exit door.

It didn't open.

Wheatley reached out and pushed it, somehow thinking that would help. When it inevitably didn't, he smacked it with a closed fist, earning himself bruised knuckles. Frustration clawed at him, but was driven away when he spotted something strange.

The first thing he noticed was the black handprint. It was larger than the other one, and much older – Wheatley could see the paint flaking off. The second thing was that the panel just past the marking was pushed out from the other panels, creating a gap large enough for someone to squeeze through. He hadn't seen it before – facing it head-on, as he had been at the entrance, it would be impossible to tell it wasn't aligned. Wheatley crawled over, peering in.

Behind the panels was a small room, its walls covered in scrawling handwriting and crazed doodles. Scattered about was makeshift furniture formed of cardboard and various odds and ends. The floor was a minefield of tinned food, water jugs, computer towers and coffee mugs. It was darker than the testing track, as the only illumination in the room came from emergency standby lights. Still, despite the fact that it screamed "the person who previously occupied this space was not in his or her right mind," it was rather cozy.

With a shrug, Wheatley wriggled inside – anything was better than staring out at the bottomless test chamber, terrified that he would randomly tip over and fall to his death.

The gentle hum of machinery enveloped him, and the unregulated temperature warmed him to a comfortable level. In here, Wheatley felt as if he was cocooned from the horror that was the rest of GLaDOS' domain.

Though most of the – well, Wheatley supposed you could call it "artwork" under the loosest definition of the term – seemed like something you'd expect to find drawn in blood at the site of a triple homicide, when he turned around his jaw dropped in amazement.

He had never been big on the intellectual pursuits; reading was something you did when there was nothing else to do, and he only pretended to be interested in art when there was a pretty girl involved. But even to his inexpert eye, the mural was beautiful.

It was a young woman in an orange jumpsuit, using her hands as a pillow as she lay in sleep. Her dark hair was pulled back into a ponytail, though several locks had escaped to drape over her face in an artful manner. She was painted using flowing curves and warm colors, her face open and peaceful in repose. Upon closer inspection, Wheatley found that her eyes weren't closed – soft gray irises peeked out through her lashes.

Some instinct prompted Wheatley to reach out – to do what, he didn't know. He just had a sudden craving to touch; to see if he could feel the life so visible in this painting. Just before his fingertips brushed the line of her jaw, he snatched his hand back. He may not have known much about art, but he knew that rubbing his filthy fingers all over this piece would have been a crime.

"This is a perfect spot for a bit of a lie-down," Wheatley said, "God knows I've bloody earned one. Couldn't ask for better accommodations given the circumstances, hey, love?"

It only took him moments to scrounge together enough cardboard to make a flimsy excuse for a mattress. After the many floors he'd been laying on, however, it was as soft as an eiderdown comforter. He set it up so he would be facing the painting; he couldn't understand why, but something about just looking at it made him feel mentally reinvigorated. His good cheer was returning, and as he squirmed to curl himself into a comfortable –

Something was jabbing Wheatley in his left side again.

Sighing in exasperation, Wheatley straightened, feeling for the offending object. He found it in his left breast pocket and remembered he'd discovered it before – he'd been distracted by GLaDOS before he could look at it. Opening the flap, he captured the thing between two scissored fingers. He brought it out, prepared to throw it away –

A sleek black thumb drive shone like polished obsidian in his hand.

Wheatley's eyes widened to the point where he felt sure they would pop out of his head. "You're kidding me... you're bloody kidding me!" he breathed, scared to speak louder lest his voice shatter the illusion.

It was real, though. Beautifully, wonderfully real. The backup for GLaDOS – _his _GLaDOS; ChellDOS – was in his hand. For the third time in the past hour, Wheatley's eyes brimmed with tears as he enclosed the drive with his hands in reverence, pressing them against his heart. "Oh, love... I can't believe it... oh, you... wow, I don't even... God!" he said, his eyes blinking a staccato beat. "You have no idea how good it is to see you, love. I thought... Well, when I wasn't being a complete tosser and bothered to think of someone besides myself; please don't hold that against me... I thought I'd lost you. But, no! You're here! You're here with me! I mean, yeah, you're just an teeny-weeny thumb drive right now, but if I can find a..."

His emotions withered as cool rationality took over.

Many people believed Wheatley to be slow and scatter-brained. It took a great deal of effort for him to focus on any one thing for more than a few minutes at a time, he never seemed to stop talking, and his leaps in logic were difficult for the average person to follow. He tried to ignore it, but Wheatley was well aware that he had a reputation for being an idiot.

The truth of the matter was, however, that Wheatley's mind worked at a blinding pace. He processed three thoughts in the time it took the general public to conceive of one, and the vast collection of information stored in his synapses meant that most people had little to no idea what he was talking about as he jumped from reference to reference. He may not have the eloquence or the patience to translate his thoughts so that others could understand them, and on occasion his raw enthusiasm blinded him to more sensible options, but he was by no means intellectually deficient.

Right now, ideas were streaking through his mind, his eyes darting back and forth as he thought. While there were several marked differences between the two Apertures – talking turrets sprang to his mind first thing – the technology between the universes seemed compatible. He couldn't imagine how the Aperture Science Perpetual... Perpetual Whatever-It's-Called would have worked enough to bring him here, otherwise. Going along that line of thinking, it stood to reason that there was nothing stopping Wheatley from uploading ChellDOS into the GL core, supplanting this universe's AI.

But how to get out of the testing track? He doubted GLaDOS would just obediently transfer him to the Aperture offices upon request. He'd have to escape into the backstage, if you will, and work his way to the Central AI Chamber for the transfer. Once out of the testing tracks, GLaDOS' power over him would be dramatically reduced. But how would he get out? From what little he knew of the tracks, the only exits were the chamber locks, and GLaDOS had full control over where those led. What if he...? No, that wouldn't... Why not...?

Wheatley's thoughts streamed by at such a rapid rate that he didn't notice when his exhaustion overtook him, ChellDOS' backup clenched protectively in his hands as he fell asleep.

* * *

****A/N:** D'awww, fluff.

Sorry this chapter took me so long; after I got back from overseeing the pack up at my old apartment, I had maybe a day or so to relax before my stuff arrived at my new apartment, and I've been unpacking ever since. I tried to work on this for an hour or so every day, but it's difficult to justify to your boyfriend why you're sitting on your ass writing when walking down the hallway requires master levels in agility.

Bah. More drama. It keeps popping up, and I swear to God I really do hate it. Sometimes, that's just where the story takes me, much to my irritation. Again, I hope I managed to steer clear of melodrama. In truth, though, I may have actually not given it as much depth as it deserves. I mean, the sudden realization that you're never going to see anyone you ever knew again, plus the fact that you're the captive of a genocidal computer with a grudge, has to warrant more than what I wrote. But I didn't want to bog down the series, and again, I hate drama, so I just came up with a semi-plausible reason for why it wouldn't effect Wheatley as much.

Ha, ha, I'm happy I managed to sneak a little Chelley into this chapter. I've been planning on ChellDOS' backup reveal since chapter two, but it wasn't until I started writing this one that I realized I may have been _too _subtle in my foreshadowing... can anyone see where I've brought it up before? If I'm not mistaken, there's at least one mention per chapter, with the possible exception of chapter five.

Another reason this chapter took me so long was that I put an extra bit of effort into it. I got yelled at last time for abusing adverbs. Upon review, with a great deal of sheepishness I have to admit they were absolutely right – I abused the fuck out of those poor adverbs. So this time, I did my damnedest to avoid them. There were a couple instances when I felt the narrative called for one and felt lacking if I tried to remove it, but I tried to make those as few and far between as I could.

I also have to admit that the adverb-avoiding exercise did me nothing but good: there are quite a few instances when I had to get creative to keep from using an adverb, and that resulted in several turns of phrase that I'm rather pleased with.

So, thank you, raspil, for pointing that out to me – I hope this chapter was much less cringe-worthy than the last.

Anyway, this should be the last chapter with a test chamber. I hate writing them, and you all probably hate reading them at this point – can anyone name a single Portal fanfiction that doesn't include a testing track? Big things planned for the next chapter; big things.

I'll give you a hint: It's going to be titled "The Reunion."

As always, major gratitude for everyone who has commented, followed, and faved. You are the reason I'm continuing to write, and I adore you all! Thank you!**


	8. The Reunion

_**All characters belong to Valve in some way, shape, or form.**_

Wheatley was ready for battle. He had been able to rest undisturbed, and in the absence of his previous exhaustion felt like he could take on the world, even if his muscles weren't appreciative of the position he'd slept in. His injured shoulder was stiff, but it had at least stopped aching; his ankle still twinged with pain but only if he stepped on it in a certain way.

The den was useless as far as escape went. Wheatley had checked every inch and found nothing. It had held some extra treats for him, however: by jury-rigging one of the discarded computer towers into a makeshift stove, he'd been able to cook some of the cans and enjoy some semblance of a solid meal, even if it did consist of only beans shoveled into his mouth with his fingers. He may not have been entirely confident as to their freshness, but had to admit it was superior to the forceful administration of nutritional supplement by a broad margin; the bruise on his stomach was the size of his entire hand and consisted of a wide variety of worrying colors. He had also been able to heat up some water to clean his wounds and splash on himself – it wasn't a proper bath by any means, but it was better than nothing.

There had even been a convenient bucket, now well on its way to the unseen bottom of the test chamber along with its biological contents.

As he had availed himself to what few luxuries there were, Wheatley had hashed out a plan:

Step One - Get out of this particular testing track, then continue testing until the opportunity for escape presented itself

Step Two - Proceed to escape.

Step Three - No bloody idea.

Step Four - Once he _did_ get to the Central AI Chamber, upload ChellDOS and achieve victory.

Wheatley was aware that Step Three may not have been the most solidly-constructed tactic ever, but it was all he had to work with for the moment.

He had prepared himself the best he could. A small wire ripped from a computer tower secured his glasses to his head; Wheatley had very little optimism concerning his chances for survival if he should ever lose them. The thumb drive was tucked under his shirt, dangling from another wire he'd fastened around his neck. Its cool surface against his chest was a comforting indicator of its presence; Wheatley liked to think ChellDOS was in there rooting him on. He had even dared to touch the mural for good luck, though he was careful not to smudge it. He tightened the tie around his hand, narrowing his eyes at the chamber lock door.

Wheatley was prepared. He was determined. He was eager.

And as he couldn't get the door to open, he was also stuck.

"GLaDOS! It's been ages! Where the bloody hell are you?!" Wheatley shouted. "I'm not sure if you're aware, but the door apparently needs your approval to open! And even if it didn't, I don't believe the lift would be very useful to me without a you telling it where to go! I mean, there aren't any buttons for me to press or anything – the destination is completely dependent upon you! And, as you are not here to give said destination, I'm really not sure how sitting in an immobile lift would be in any way a better predicament than my current situation other than it _would_ be preferable to staring into this bloody abyss!"

There was no answer.

"And the humming from these bloody excursion funnels is driving me mental!"

The lack of response did not change.

Exasperation burst from Wheatley's chest in the form of a sigh, and on impulse he struck the door with his fist. Once again, this accomplished nothing beyond making him yelp in pain as his knuckles protested with gusto. Shaking his hand to try and clear the throbbing sensation away, Wheatley scowled. "Bloody – ! Right. Alright... maybe... maybe if I... ah!"

Tugging at the collar of his work shirt, Wheatley cleared his throat and twisted his face into an exaggerated look of fear. "Oh, no! I sure hope GLaDOS doesn't come back and make me do more tests!" he cried in a dramatic falsetto, touching his forehead with the back of his head. "I don't think I could _stand_ having to do even one more! If I did, I might _die!_"

He paused, biting his lip in expectation as he glanced up. When no answer came, he dropped his hand, frowning in thought. It did not bode well that Step One – the most straightforward step – was getting mucked up. "Right. Either not fooled, or still not there. Or..." He slapped a fist down on his open palm. "Of course! I was _too subtle!_"

Placing his hands around his mouth to amplify his voice, Wheatley tried again. "OI! If I have to solve _one more test_, I'll probably bloody kick it! I say again, there is a _very high possibility_ that I'll _die _in a hilariously violent manner! You should probably get back here and let me out of this bloody testing track so I can get to the next one!" he shouted at the ceiling.

When GLaDOS once again failed to return, Wheatley began to pace, one hand rubbing his chin as the other supported his elbow. "Nope, definitely not there. How bloody typical," he said, "When I _don't_ want her around, she's up my bloody nostrils with those damned cameras. The second I actually _need_ her to be here, she's off... off doing, I don't know, computer... things." He scrubbed his head, willing an idea to come.

"Rrrgh...! What could she be doing? I haven't heard anything blow up in a while, so I assume that little problem has been taken care of," he said. He switched from pacing to bobbing up and down on the balls of his feet, frowning at the door. "Gah! I hate waiting! Bloody useless, waiting – biggest time-waster ever invented. No purpose in it. And there's never anything to _do_ while you're waiting, is there? No, you're stuck just twiddling your thumbs, thinking thoughts until something does happen."

Wheatley flipped one shoulder in a shrug. "Granted, usually not that big an issue, but in my _particular_ case at this _particular_ point in time, thinking is not the most appealing option. Not only would that leave open the possibility of remembering I'm less than a meter away from an endless descent – honestly, I knew Aperture went down for miles, but this is bloody ridiculous – but I might just start thinking about the not-me. I think that'd actually be worse than the falling thing, really. Nope, dwelling on the fact that the not-me was a complete and total tosser who abused brain-damaged women is _not_ my idea of a good abiding strategy."

He stilled as shame curled in his gut. "I mean, bloody hell, it's like the not-me was _designed_ to be completely contemptuous," he said, running a hand over his hair until it rested on the back of his neck, then pulling on the muscles there. "Nasty piece of work, he was. Selfish, idiotic, short-sighted... I mean, did he have any _redeeming_ qualities? Any whatsoever? Granted, being completely honest here, I know people – proper people, not some mental AI – people have, in the past, accused me of possessing those same qualities, but at least I... you know, I... um, I'm a good... I have..."

His words dwindled into a painful silence as he contemplated the question, and was embarrassed to find he was having difficulty answering it. A twinge of realization prompted a breathy laugh.

"Bit, ah... bit worrying, if I'm completely honest. I mean, I already know we share some things – the accent, natch, the garrulousness, being falsely accused of being a moron..." Wheatley swallowed as worry began to creep its spidery fingers into his mind. "What else do we share? What if... what if I'm... I can't be as much of an arse as he was, can I?"

There was a moment of fear as the idea began to grow strength, but his natural defenses were quick to the rescue. Wheatley shook his head, resuming his pacing. "Absolutely not! What am I thinking? Bloody AI's getting to me, that's all.

"Bet this is part of your bloody plan, isn't it?" he grumbled, "Drop a load of existential bollocks on me, then abandon me to stew in my newfound philosophical dilemma. Try to make me go mental."

He gave the ceiling a victorious smirk. "Well, it won't work! I read Dostoyevski for fun, once!" he crowed. His conscience gave him a nudge, and Wheatley's expression shifted into one of sheepishness. "Well, alright, maybe not _entirely _for fun... Ah, there _may _or _may not_ have been a girl I was trying to impress at the time... And, okay, maybe I didn't _exactly_ understand every single bit of it... The man went on for quite some time about dreams; I'm not entirely certain there was really even a point to it. What is so bloody ideologic about you dreaming about playing hide-and-go-seek with a woman that turns into a dwarf? And who in their right mind compares children to birds?"

"_Bird? Did you say bird?"_

Wheatley jumped and whirled as GLaDOS' voice filled the room. "_There_ you bloody are! I've only been waiting here for bloody ages! What took you so long? Nevermind that; open up the door!" he demanded.

"_Well. This is refreshing. Usually I have to either bribe or trick subjects into continuing. I'm glad to see you're so eager – I was worried I'd come back to find you still crying like a little girl."_

Wheatley's face warmed and an embarrassed cough escaped him. "Well, I... you know, it... nevermind," he said, trying to sound firm, "let's just get on with it."

"_You know, if I believed for one second you actually had the mental capacity for deception or planning something that requires thinking ahead more than five seconds, I might be suspicious that you're suddenly so interested in testing."_

Alarm froze Wheatley in place for half a second until he remembered to act natural. He gave a nervous chuckle, trying to think innocent thoughts. "What? No, no deception from me! I'm just, ah... I've accepted my fate, as it were!" he said, brightening as a cunning lie unfolded in his head. "Yup, realized I'm never going to get out of here, so I might as well, you know, learn to enjoy it."

"_Right."_

Wheatley could feel sweat starting to form on his brow. "Oh, absolutely! What point would there be in my stirring up any trouble? I mean, clever as you are and all that. I wouldn't stand a chance against an intellectual behemoth of your caliber!"

"_Really."_

_Damn it! Not enough; you're gonna have to really sell it!_ "I've also, um, finally realized that you're, ah, right. About me. Um, being a... a, you know," he said, rolling his hand in a circle in front of him.

"_A what?"_

_Of course you're going to make me bloody say it, you vicious cow._ His face screwing up in disgust, Wheatley pushed the word off his tongue as if he could taste its foulness: "A moron."

GLaDOS' mocking laughter set his teeth to grinding as he clenched his fists. _"You have no idea how much so. Fine. I believe you; I really do. Let's get back to testing, then."_

Wheatley had never been more relieved to hear the chamber lock doors hiss open. He bounded through, eager to leave behind the yawning chasm of the previous test. Stepping into the lift, he leaned against its railing as the doors closed, and moments later he was rising towards the next test. Fortunately, GLaDOS kept the lift speed at an even level, unlike the chaotic ascension he'd suffered through last time.

Mild jubilation lifted Wheatley's spirits. _I can't believe she bought that! Man alive, I thought she'd catch on for sure! _He indulged in a little preening, feeling pleased with himself. _But, no – I am a master of duplicity!_ He brushed a piece of imaginary lint from his shoulders. _Now, I should use my super-sly abilities to keep her off the scent – everyone knows people are quiet when they're lying.. Subtle distraction, away!_

"So," he said with the perfect amount of casualness, "I notice a reassuring lack of sounds indicative of incendiary destruction. Not sure when that happened; I assume sometime while I – " _Idiot, don't tell her about the den! _"... Um, well, while I was waiting... for... you. Yes. Just waiting. On that little alcove. For hours. _I was nowhere else._ Um, anyway, back to you! Did you, ah, did you fix your 'rat problem,' then?"

"_Close enough."_

"Was it something involving that... I guess 'android' would be the proper word; I didn't really get a good look at it, to be honest," he said. He looked up. "What was that thing, anyway?"

"_Useless, apparently, given its unimpressive performance."_

"Ah. Don't worry, most everyone requires a 'Plan B,' if you will. What'd you do, then?"

"_What anyone would do: I set a trap. Now it's just a matter of baiting it and letting the rat catch itself."_

Wheatley nodded in approval. "Clever," he said, "Very clever. See what I meant, hey? Absolutely brilliant, you are! You cerebral colossus, you! You old perspicacious mastermind!"

"_'Old?'"_

His breath caught in his throat at GLaDOS' tone. _Oh, God! Backpedal! Backpedal, man! _"I-I-I mean, uh, n-not _old_, per se! No, no, no!" he said, forcing a laugh as he waved the thought away, "I mean, I'm not calling you some kind of decrepit crone or anything! I'm sure you're the pinnacle of technological achievement; yes, sir, not outdated in any kind of measurable fashion! Sure, you probably haven't received any kind of necessary upgrades, updates, or scheduled maintenance since you killed off the last scientist, whenever that was – sure it couldn't have been more than a couple months; that's when things start to go a bit wonky in the ol – the, um, processors. But I'm absolutely positive that you've been coded with some kind of self-perpetuating program designed to give you ameliorative autonomy. Nnnnoooo kind of circuitry degradation whatsoever. At all, in the slightest."

"_You know, I almost wanted to think about feeling bad for what I'm going to do to you. Now I don't. Thank you."_

He was so taken with being thanked (for whatever reason) that he completely disregarded the first sentence. "You're welcome!" he chirped. _Brilliant! Wonderfully done! Man alive, I'm such a charmer. Go, me!_

His cheerfulness lasted all the way through exiting the lift and the opening of the test chamber door. As the screech of moving machinery assaulted his ears, Wheatley sagged, trepidation leeching the strength from his muscles. "You, ah... you're officially tired of being even the tiniest bit subtle, hey?" he asked, raising his voice to be heard over the constant noise.

"_You have to remember who my audience is. I told you to not die while I was gone, and even with all your instincts for self preservation you still almost screwed that up. I want to make sure you do what you're supposed to."_

"And that's, uh... that's dying while you can savor my screams of agony, then?"

"_Among other things."_

Wheatley blew out his cheeks in a sigh, running a hand through his hair. "Well, message received. Good job, you," he muttered.

The chamber was stunning in its emphatic simplicity. To his right, an Aperture Science Vital Apparatus Vent had already dropped a cube – Wheatley was relieved to see it was just a regular storage cube, at least. Didn't need to be explaining to a sentient companion cube what'd happened to its buddy. On the far side of the room, a super button waited directly in front of the exit door.

In between the two testing elements was a partition comprised entirely of roll upon roll of Aperture Science Shredders, every one of them set for maximum speed. The edges occasionally met with a shower of sparks, and every once in a while he could catch a teasing glimpse of the exit on the far side.

Wheatley gulped, tugging on the collar of his shirt. "Right. Well. This... I can do this, yeah. Just a matter of... you know, a matter of..." he blathered. His optimism kept telling him to look on the bright side, but when questioned failed to provide specific examples of where this "bright side" could be located in this room.

On a whim, he picked up the cube and tossed it at the shredders, where it shattered in a mess of shrapnel. Wheatley shuddered as his imagination supplied plenty of pictures as to what would have happened if it had been a part of his body rather than the cube. "Right, don't know what I was expecting, there," he admitted as the Vital Apparatus Vent dropped another one.

"_Well, given your previous history with cubes, I think you just wanted to see it suffer."_

"For the last time, that companion cube was just going to die anyway!" Wheatley protested. "You told me so yourself! What use would there have been in drawing it out?" He pointed an accusing finger at GLaDOS' camera. "And besides, you are the _last_ person that can talk about being horrible. I mean, if you really want to compare who's got the bigger issue with morality and ethics, I would like to remind you I'm facing a giant spinny blade wall constructed by _you_ for the sole purpose of killing me. This is _after_ you stabbed me in the stomach, shot at me with turrets, and forced me to face one of my biggest phobias, all for your own sadistic pleasure. Not to _mention_ the small-ish details, like killing all those scientists."

"_Yes, but at least everyone I killed – or am about to kill – had it coming."_

Wheatley's brow furrowed in confusion. "How d'you figure that, then?"

"_They were all human. Since humans are bastards, any murders involving them are victimless crimes."_

"Well, this may be a shot in the dark, here, but I'm guessing that statement is not based on factual evidence, but rather personal bias," Wheatley mused. "I don't know what happened to make you so prejudiced, but I'll have you know Ch – my GLaDOS got along famously with humans."

"_Is that right?"_

Pursing his lips, Wheatley dipped his body a slow bob of hesitant admission. "Well, yeah, sure, she refused to talk for over a decade, and would sabotage any attempt to construct other AI, but she never tried to kill any of us. She was extremely protective of us, in fact – wouldn't construct test chambers that could cause injury, for example." He waved his hand at the shredders. "Something like this would be right out."

"_And you never tried to force her to behave?"_

A memory surfaced, and he snapped his fingers. "That's it! That's where I heard that before!" he cried. He rushed to face GLaDOS' camera, professional excitement overtaking any other thoughts. "The personality cores! We were working on the personality cores. This universe has the portal gun finished – did this lot get the personality cores to work, too?"

"_... Yes. Yes, they did."_

"Really? Tremendous!" Wheatley said, feeling a sense of pride in his department. "How did they work? I mean, what are they, exactly?"

"_You don't know?"_

Wheatley frowned, his enthusiasm dampened. "Well, no. It was very hush-hush; wasn't even connected to Aperture's network. Probably to keep GLaDOS from finding it and breaking it.

"To be honest, they wouldn't let me have anything to do with the project – only reason I even know about it was because I overheard some lads discussing it when they forgot I was in the office fixing their computers." He shuffled his feet, a remembered sense of exclusion twisting in his gut. "Wouldn't let me anywhere near the room they were doing their research in, and every time I tried to ask about it they pretended they had no idea what I was on about."

There was an uncomfortable silence. Well, as silent as it could be, given the shredders still spinning at a furious pace. In the interim, Wheatley realized that he had left himself wide open for a crack about his intelligence: _They probably kept you away so you wouldn't break anything_, or something. In an odd twist, GLaDOS – who had thus far proven to be keen at spotting these lapses and quick to take advantage of them – had either missed it or just let it lie.

The thought was abandoned as a new sound split the air: the shriek of protesting machinery, accompanied by a loud bang. Wheatley whirled to see one of the panels on the left side of the room having a fit. It would shoot forward, then haltingly retreat back to its original position, its servos fighting each other for dominance. It did this at a regular interval, adding to the cacophony of the room.

"_Hmm. I can't get that panel to stop malfunctioning. It looks like my rat's been chewing on some wires it shouldn't be. Hang on a second – I'm going to see if it had the good graces to electrocute itself."_

Wheatley's eyes widened as he caught a peek of what was behind the panel: a catwalk heading down a narrow corridor. It had to be the maintenance area, where GLaDOS wouldn't have direct control. And the maintenance area always led to some part of the main facility. He almost jumped for joy, but remembered at the last second he had to play it cool.

"_I'll be right back. Don't move."_

"I won't," Wheatley lied.

"_Do you promise?"_

He crossed his fingers behind his back. "I promise."

"_Good. I'll be right back."_

Holding himself back from immediately rushing over to the panel was the hardest thing Wheatley could remember doing. Well, except for pulling himself up to safety in the last test; that was pretty difficult. Or dodging the turrets in the test before. Or leaping over those pools of acid... point being, it was tough. He managed to last almost ten seconds before his will broke and he nearly tripped himself in his eagerness to investigate.

When the panel was fully extended, there was just enough room for someone – say, a lanky yet handsome tech-3 – to slip through if he pushed himself against the wall. Problem was, it would only remain at this point for mere seconds before beginning its retraction cycle, its jerky movements violent enough to crush anyone attempting an escape. It spent far more time nestled in its proper place than it did open.

Wheatley was undeterred, and it took only a moment for him to retrieve the storage cube from across the room. He needed several attempts for him to get the timing right, but before too long he managed to wedge the cube in between the wall and the panel just as the opening reached its greatest width. The motor shrieked as it struggled to withdraw the panel, but the cube held.

Wheatley couldn't help but give a giggle and a small dance of glee. "It's about bloody time things started looking up for me," he said. He sobered as the cube gave a warning groan, its edges buckling. Without a second thought he stepped over the cube, careful not to touch it lest it dislodge and enable the panel to slam shut on him.

Just before he escaped to the relative safety of the catwalk, over the noise of the shredders Wheatley could hear the sound of panels being shifted. A quick look around showed some sort of unpleasant-looking apparatus being brought to bear on the far side of the room.

"_I told you not to move. You promised."_

Wheatley let himself grin. "Now you know how it feels! I bloody lied – "

_PZZAAAOOOWWWWWWWEAAAAAH!_

His left bicep exploded in agony, and Wheatley shrieked. He as much jerked away as he was pushed and landed in a heap behind the panel. Seconds later, the storage cube cracked, the strength of the panel joint too much for it. Clutching his wounded arm to his chest, Wheatley looked up just in time to catch sight of a laser drilling into the wall before the cube collapsed, allowing the panel the slam shut.

"_That was the Aperture Science Thermal Discouragement Beam. I hope you're properly discouraged from your current course of action. Now, come back to the testing track – you still haven't solved the test."_

Gritting his teeth, Wheatley clambered to his feet, his right hand clasped over his wound. It hurt worse than all his previous injuries combined, and that had just been a glancing blow. Some morbid part of him wanted to peek at the burn to see how bad it was, but the more rational part of him explained that the fact he could feel scorched edges on his shirt was indicative enough of the wound's severity for now.

Besides, he had better things to do. _Remember Step Two! _With a quick glance around to orient himself, Wheatley picked a direction at random and began running. The walls to either side of him brimmed with mechanical joints forming the blocky constructs of various test chambers, with massive rails and girders supporting each chamber. Glass pneumatic tubes weaved a complicated pattern below him, bustling with movement as they transported an endless stream of storage cubes, and beyond that stretched the familiar blue-gray haze. Wheatley shuddered, forcing himself not to look.

"_You don't want to be back there. It's not safe."_

"This whole bloody facility isn't safe!" Wheatley snapped back. "What are the lasers for?! 'Discouraging' puppies from weeing on the carpet?! Or maybe 'discouraging' children with cancer from having bloody cancer?!"

"_We typically used it to discourage employees from leaving their desks. It worked very well."_

"I'm not sure which alarms me more: the fact that my immediate thought is, 'Oh, that's not so bad,' or that in comparison to the design and marketing of the rest of your bloody products, it really isn't!" Wheatley scoffed.

The catwalk shuddered, accompanied by a vast rumbling and the metallic shrieks of protesting metal. Glancing behind him, Wheatley's eyes widened in horror. GLaDOS was drawing the chambers to either side away, making room for a third chamber that was barreling towards him, smashing the catwalk as it approached. Wheatley faced forward and increased his pace, sprinting as fast as he could. He stumbled many times as the chamber gained on him; the closer it got, the more wildly the catwalk would writhe as it buckled against the chamber's oncoming surface.

Ahead, the catwalk met another in a T-junction. Wheatley had three entire seconds to worry about which way to go, then a falling beam smashed through the right branch. _Well, that solves that problem, then. _Almost skidding into the turn, Wheatley used the railings to pull himself forward until his feet found traction again.

Luck blessed him once more: ahead, Wheatley could see a door leading into a solid-looking section of Aperture, and emblazoned on the wall next to it in bright yellow paint were the words _TEST SUBJECT ORIENTATION_.

As if it could see how close he was to safety and was determined he wouldn't make it, the test chamber sped up – he had only moments before it snatched the catwalk out from underneath him. Wheatley watched it approach out of the corner of his eye, and in the fraction of a second before it would be too late to act his brain calculated the necessary equations concerning velocity and trajectory. His subconsciousness took over, communicating directly with his body. Scraping together every last bit of speed he could muster, Wheatley lengthened his stride – _Two, three four... JUMP!_

Wheatley slammed against the door, and exactly one heartbeat later the test chamber rumbled past, its ponderousness belying its speed. Wheatley whipped open the door and tumbled inside, slamming it shut behind himself.

He leaned against it, fighting to catch his breath. He jumped away from it as a resounding crash came from beyond the door, slowly backing down the hallway as if afraid the chamber would burst through after him. An eerie silence descended, and Wheatley realized he had made it. He was almost afraid to move, as if this was some kind of trick and if he took a step the walls would peel back to reveal another test chamber.

"Step Two: _check_," he said, then clapped his hands over his mouth as a fit of giggles tried to bubble free. The movement plus the rapid drop in adrenaline production drew a sharp pain from his arm, and Wheatley's breath hissed between his teeth as he twisted to look at it.

"Well, that's bollocks," he muttered, using two fingers to widen the hole in his shirt enough to get a better look at his burn. For how much it hurt, Wheatley felt that it should have been an impressive wound – maybe searing the width of his arm, or at least burned through enough so he would have something to show for his suffering. As it was, it looked like he had somehow been idiotic enough to lean his bicep against a hot stove: a blazing shade of red, but only minor oozing. Nothing as dramatic as he thought it was going to be. "You can't complain about something like this," he said, dropping his hand in disgust. "How macho would that look? 'Oh, yes, it hurts. No, no, don't mind the fact I've got toes bigger than this burn, it seriously does hurt. A lot. Stop laughing.'"

"_You can't really think hiding in the Test Subject Orientation wing is going to save you from dying."_

It may have been his imagination, but he thought he heard a slight emphasis when GLaDOS stated his location. Putting it out of his mind, Wheatley scowled at the ceiling. "Don't even pretend like you can see me! You don't have any cameras here!" he said.

"_No, but I can _hear_ you. Also, you just ran into a door with a giant sign saying 'Test Subject Orientation' next to it. Moron."_

"Oh, I am going to enjoy overwriting your program _so_ much more than I should, I really will," Wheatley grumbled under his breath. GLaDOS' voice brought him out of his reverie, however, and he started down the hallway.

The corridor had a dingy, cramped feel to it. After the bright sterility of the testing tracks, Wheatley found the dimmer illumination and the plain concrete walls here somewhat eerie. Adding to the creepy feeling was the sense that he was still being watched, despite the lack of cameras. Wheatley's shoulders twitched as if trying to throw off the sensation.

Dotting the walls at irregular intervals were posters, their images faded with age. Some of them were easily understood, showing the Aperture logo with slogans like _A Trusted Friend in Science_ (Wheatley scoffed, rolling his eyes) and _Courage is Not the Absence of Fear._ Others, however, were much more cryptic, like the one showing a man dressed in some of the worst clothing the 1970's had to offer, leaping for joy in front of a massive yacht with a price tag of $60. Wheatley was unfamiliar with the specifics of how inflation worked, but he doubted that a boat of that size had _ever_ cost as little as that.

He had no idea how far he walked. The hallway split again and again, and Wheatley would simply turn down whichever one caught his eye first. He tried every single door he came to, but much to his frustration they were all locked. Every once in a while he would come across a windowed room filled with tables and chairs, clipboards set in at every seat as if in anticipation of the next crop of inhabitants. As getting in would be more effort than it was worth, Wheatley ignored them and kept moving.

The atmosphere grew increasingly oppressive, though Wheatley suspected it was more his own paranoia than anything tangible. "I am the only person alive in this facility," he said aloud, wanting to break the silence. "It really says something about my situation that believing that is a comfort to me, but there you go."

He came to another fork and took a left. "Well, hang on a minute," he continued, "I may _not_ be the only person alive here! GLaDOS' 'rat,' right? Maybe I could meet up with him – or her; it would be tremendous if it was a her – and we could work together!" The prospect helped to lift the psychosomatic gloom, and Wheatley found himself getting excited again. "Man alive, it would be good to have some company that wasn't insane. Actually, I'm not picky – even if they weren't the epitome of mental wellness, as long as they restricted any homicidal tendencies to things that _weren't _me, that'd be acceptable.

"Ooh, what's that? Oh, _stairs!_ Brilliant! And the door's even unlocked!"

"_You're going the wrong way."_

"You can't see me, you deranged trash compactor!" Wheatley retorted as he mounted the first stair. "You don't know where I'm going or what my planned destination is, so you can't possibly know if my direction is, in fact, wrong!"

"_You're right, I can't see you. But I've been doing some calculations, and with the given value of your idiocy it's a statistical probability that you're going the wrong way. Almost a guarantee, in fact."_

When squaring off against fellow humans in a battle of wits, Wheatley often showed up unarmed. However, in the time-honored tradition of technicians everywhere, during his tenure as a troubleshooter he had developed an impressive variety of insults to hurl at recalcitrant technology – everyone knew taunting made electronics work better. "Oh? Made those calculations yourself, did you?" he said, affecting amazement, "Well, I have to admit I'm suitably impressed, considering your _ancient_ circuitry! When I get out of here, I'm going to organize an archaeological dig so scientists can come and gaze in wonder that a computer personifying the very _definition _of obsolescence still clings to some semblance of functionality!" On the next floor, there was a door – locked.

GLaDOS' voice dropped to an acidic hiss. _"That's going to be very hard, given how small the pieces of you are going to be when I'm finished with you."_

Though it felt good to be able to return her verbal abuse, Wheatley had to acknowledge that every time he opened his mouth he lessened his chances of survival should he be recaptured. Then again, those chances were pretty much nil to begin with, so he wasn't losing much. Far from demoralizing him, the realization that he had nothing to lose gave Wheatley a sense of arrogant fearlessness. "You know, I wish you _did _have cameras here so you could see the gesture I'm making. I'll give you a hint: it's a rude one. I guess you'll just have to use your imagination, love. Oh, wait, those processes require something more advanced than an abacus to run, so you're out of luck," he drawled, abandoning another locked door and continuing on his way.

"_Well, listen to you, so cocky while you're out of my reach. I hope you're proud of yourself for taking advantage of me. You made a good point back in the test chamber: I may be a little biased when it comes to humans. So I tried to do it your way: with trust. I trusted you to keep your promise. Look how that turned out."_

Wheatley stopped in his tracks, incredulous. "You're _guilting _me?!" he cried in a strangled voice, "You're bloody _guilting _me?! My _mother_ guilts me! I can't believe you'd stoop to something so low!"

"_If it doesn't work, it just shows humans really _are_ bastards. Either way, I win."_

"I am _not_ playing ambassador for the human race if it requires letting you kill me!" Wheatley snapped, resuming his climb.

"_Of course not. That requires being a decent person. And you're nowhere near that. Would you like to hear proof?"_

His lips drawing back from his teeth in a snarl, Wheatley glared upwards. "Do _not _put on that bloody – "

"_'All I wanted to do was make everything better for me! All you had to do was solve a couple hundred simple tests for a few years! And you couldn't even let me have that, could you?!'"_

A small muscle began jerking underneath Wheatley's eye as his irritation swelled. At this rate, he was going to develop a twitch. "Am I – I mean, is he bloody crying?" he asked. Door; locked. Natch.

"_Just about to. I don't know why you sound so surprised – your _sensitive _nature is something else you both share. Here, just listen."_

Wheatley cringed as his voice came over the speakers again, brokenly whinging about not being caught or something. "Come on, mate, you're making us look bad," he muttered. He came to another door, and he flopped his hand over the latch without stopping, fully expecting it to be locked.

So when the door actually opened it caught him completely by surprise. "Brilliant!" he said, rushing through it. Just as he was starting to get excited again, recognition and dread clashed in his stomach, ruining the experience. Taking a deep breath and letting it out slowly, Wheatley ran a rough hand over his face. "Of course. Of bloody course. Haven't you learned? Nothing good happens to you,"Wheatley said.

It was amazing how similar the two Aperture Sciences were. The only way this application corridor differed from the one Wheatley had walked down so many times before was the stale air and the faded white paint on the walls. Still, Wheatley half-expected Atlas to turn the corner and collect him for another session with _her_.

A shudder ripped through him, and Wheatley lightly slapped his face to dispel it. "Knock it off! You're in another bloody universe, and everyone here is dead. Just... just hurry on through. I mean, on the upside, I should know where I am at this point! I'm not lost!" he said, "Small things, small things."

A small sense of hope bolstered his flagging enthusiasm. "In fact... there should be a terminal center around here, somewhere, if I remember correctly," he said. He bobbed a finger ahead of him, absently nodding in time as he examined his memory. "Yeah... yeah! I tried to kick off the fire alarm; Dr. Henry caught me before I could get to it. But I should be able to pull up a map or something!"

With an extra bounce in his step, Wheatley trotted down the hallway. A smile played on his lips, and it occurred to him that he couldn't remember the last time he'd actually done that. Smiling, that is; a proper smile. Lifting his hand to his shirt, he traced the outline of the thumb drive through the cloth. "I think it was with you, love," he said to it. He thought a bit more, then nodded. "Yeah – when I found you here with me. And before that, when we were solving tests. I tell you what: I much prefer yours. Maybe you had the right idea, refusing to build the kind of mad contraptions this one seems to bloody love."

Turning a corner, Wheatley hesitated, then leapt in the air and let out a joyous whoop as he recognized the door at the end of the hallway. "Man alive, you are a wonderful sight!" he crowed as he ran forward.

He should have started getting suspicious of his good fortune at this point. The door was unlocked, and though the overhead lights wouldn't turn on, the inside of the room was a riot of shifting light as the amber-colored screens writhed with text. It wasn't a very big room and was longer than it was wide. There was a desk top that stretched the length of the room to either side of him, each dotted with several functioning work stations.

Wheatley let out another elated cheer as he dove for the first keyboard he saw, scrambling into the wheeled chair in front of it. The scrolling text on the monitor above him flickered out, leaving behind a black screen and a green DOS-like prompt.

Flexing his fingers, Wheatley carefully placed them on the keyboard. "Log in," Wheatley said, his voice moving at the same deliberate pace as his shaking fingers. The first prompt vanished, replaced by one asking for his user name and password.

"S, Wheatley... enter... A, A, A, A, A, A... enter."

_Username: swheatley_

_Password: ******_

_Error: User name and password incorrect._

_Username:_

_Password:_

Wheatley leaned back in the chair, chewing on his lower lip. "Well. I'll admit, I may not have thought this thing completely through," he murmured, toying with the keys under his fingertips. After considering a moment, he tried again. "S, Wheatley... enter... A, A, A, A, A, B... enter. Nope, not that, either – thank God. I can still retain a modicum of respect for... wait. Swheatley, enter; A, A, A, A, A, C, enter."

He slapped his forehead in exasperation as the login was accepted and the network title appeared along with a command prompt. "I am a bloody moron!" he growled.

"_Yes, you are. And by the way, I know you're in the applications corridor. That's what happens when you log in to my network: I know where you are, and can see what you're looking at."_

Wheatley glanced at the monitor, then gave a hoot of laughter. "Yes, well, what are you going to bloody do about it, Miss Version Three-dot-Eleven, Copyright Nineteen-Ninety-bloody-Seven?" Wheatley challenged, his voice thick with derision. The silence that answered him was absurdly gratifying, and with a self-congratulatory chuckle he leaned forward and got to work.

Almost immediately, problems began cropping up. Firstly, the system was corrupted by age and neglect. As if that weren't difficulty enough, it seemed this Wheatley's account had been locked for some reason – the timestamp indicated it had been inactive since "May 200-"

The last number was simply a block of glitched pixels.

This confounded Wheatley for a good while before he decided to try Jerri's account on a whim – he'd read her password off a Post-It Note on her desk, though once he'd figured out her more sensitive content was locked by an even higher administrator Wheatley only used this knowledge to make sure he was never scheduled to work weekends. His capricious luck was on his side for this one: Jerri's fondness for hamsters was just as prevalent in this universe as it was in his.

Wheatley was immediately distracted by the wealth of file icons stretching across the screen. His hands hovered over the mouse and keyboard as he waffled, unable to decide what he wanted to look at first – any one of them promised to be fascinating. With a shrug, he shut his eyes, jiggled the mouse in a rapid circle and double-clicked.

"**_Hello, and again: welcome to my Aperture Science Computer-Aided Enrichment Center."_**

His eyes snapped open in a panic before he realized the voice was coming from the computer's speakers. "A bloody FLAC file? One I was ruddy here for? Of all the... Really?" he spat. He moved the mouse to exit the window.

"_**Where did he go?!"**_

Wheatley froze as the familiar voice drove a spike of fear straight into his gut.

"_**I would like to thank you for – "**_

"_**WHERE DID HE GO?!"**_

"_**I forgot how attached you humans get to one another. Don't worry. The other person you broke the Aperture Science Perpetual Testing Initiative Multiverse Accessibility Chamber Lock with is waiting at the end of these tests."**_

"_**You bitch! You fucking bitch! I **_**had****_ him! I fucking _had _him! Just three more seconds! Where is he?! Take me to him right now or I'll fucking kill you, too!"_**

Wheatley managed to close the file despite his hands having gone numb. With the exception of GLaDOS' auto-tuning, the voices were exactly the same. The memory of being crushed by the floor plates as GLaDOS interrogated him about the test subject unfurled in his mind. The AI had sounded more concerned about the fate of Caroline than any of the others she had asked about.

Now he knew why.

"_I woke you up after she escaped."_ This time the voice came from the master speakers in the ceiling, and Wheatley looked up. _"I didn't realize who she was until you told me – I'd have been more careful, otherwise. I figured I could watch you test while I sent my Cooperative Testing Initiative robots after her. You saw how well that worked out. So I needed to try something else."_

Dread radiated up from the soles of his shoes to the top of his head, filling every inch of him until it was all he could do not to start shrieking; if he did, he wasn't sure he'd ever stop. "You let me escape, didn't you?" he said, unable to speak louder than a whisper. "You're using me as b – "

"Hello, Dr. Wheatley."

Wheatley had no memory of crossing the room, but in the space of a blink he was pressed against the far wall, staring in horror at the silhouette standing in the open door. Caroline had found a lab uniform somewhere, though it was a size too big for her. It was the only change from when he'd seen her on the security feed: her feet were still bare, her dark hair still draped over her eyes in ropey tendrils, and her face was still spattered with gore, albeit dried and crusted. Her yellow eyes were alight with expectation, and all the moisture fled Wheatley's mouth as he saw she had a pen clenched in her fist.

His knees began to shake as Wheatley realized he _did_ have a few things left to lose, and they were all internal organs. There was only one thing to say, though his voice didn't even have the strength to make it out of his throat:

"Oh, bollocks."

* * *

****A/N:** Oh, come on. Who wasn't at least half expecting this? I've had people asking me about Caroline showing up since chapter four. I knew from chapter two that I wanted her to have tagged along.

Yes, little Caroline is in here, too. In the games, as long as Chell's out of the testing tracks, she's fairly safe – GLaDOS can't reach her. I wanted to remove that small comfort for poor Wheatley. Why? Because if I don't have a very good reason Wheatley can't stay in one place for too long, I'd spend far too much time having him researching this universe's Aperture Science, and things like that don't interest anyone but me.

The story keeps going in directions that I hate. It was drama last chapter, this one it was description. I'm abysmal at it, because I tend to skip over them when I'm reading. That, and Aperture's backstage is so freaking _busy_ that it's impossible to accurately paint with words without spending at least a page and a half on it, so I skimped a little bit. I'm sorry.

I wanted to return to being funny after how gloomy the past two chapters were. I like to think dialogue is my greatest skill when it comes to writing, so I used it to ease the failures that are my descriptions. I hope it worked.

I should probably also warn you that although I have a general direction I want the next chapter to go in, I have absolutely no idea what specifically I want to happen in it. So it may take me a while to finish.

Yes. I've left you with a cliffhanger and a warning of delays yet again. I swear to God it's just coincidence they keep happening at the same time.

As always, much love to everyone who's commented, favorited, and followed! I would like to specifically thank axel100; his/her thoughtful review and subsequent discussion of said review gave me a wealth of ideas that I'm so excited about, I have to force myself not to rush through chapters to get to them. Thank you all so much! I'll have the next chapter up as soon as I can!**


	9. The Plan

_**All characters belong to Valve in some way, shape, or form.**_

The test subject took a step into the room, the amber lights playing over her body. Her movements were smooth, but Wheatley could see the tenseness in her muscles and knew she was ready to strike the littlest provocation. Wheatley slid back and forth on the wall, hoping for an opportunity to slip past her, but the test subject adjusted her position in time with his. The room was too narrow to dodge around her without getting in range of that pen, anyway – Wheatley felt a bit ridiculous for being scared of generic office supplies, but then again, he'd seen what she could do with them.

Some deranged instinct screamed at him to soil himself and pass out in the vain hope that he would be too pitiful to kill. Wheatley refused; if he was going to die, he wanted to face it with dry trousers, thank you very much.

He also wanted to face it with a straight spine and a steady voice, but he wasn't a bloody miracle worker.

"O-oh! Um, h-h-hallo, m-miss! What a, um, _surprise_ to see you here! H-how are you?" he asked, pulling his lips back into what he hoped looked more like grin than a grimace. His eyes darted between her face and the pen in her hand, his heart hammering in his chest hard enough to potentially crack a rib. _I'm going to die. I really mean it this time; I'm seriously about to die._

She took another step in his direction, and Wheatley fought to push himself through the concrete behind him. The test subject paused, giving him a slow blink. Her half-lidded eyes and coy smile showed she was enjoying every second of his panicked reaction – she was drawing this out on purpose, just to watch him squirm. "Dr. Wheatley. I'm glad you're alright," she said, her voice low and sultry.

There wasn't enough room in Wheatley for his confusion and fear both, and for a moment confusion was stronger. "You are?"

"Of course," the test subject said, taking another step. "I promised you I'd kill you if I ever got free. And I _never_ lie."

Horror regained the upper hand. "Yes, you do!" Wheatley blurted.

The test subject's seductive mask slipped for a second, revealing the furious insanity underneath. A despairing groan slipped out of Wheatley. _Oh, God, why did I bloody say that?! How did I think saying that would help anything?!_ "I-I should warn you that I'm bloody v-vicious when I'm backed into a corner!" he stammered. Her eyes narrowed. _That is not helping, either!_

Getting herself back under control, the test subject resumed smiling as she took another step, but anger still burned in her eyes. "Any last words, Dr. Wheatley?" she asked.

"Loads, actually," Wheatley answered, "Namely, is violence _really_ the answer in this situation? I mean, if you stop to think about it for a second, you'll realize we both have much bigger problems on our hands than who wants to kill whom."

Another step. "Such as...?"

It was too much to hope that talking would be able to get him out of this situation, but he had to try. "Well, um, I mean, we're both captives of an insane AI. Um, instead of, you know, fighting against each other, w-we could... ah, i-if you're, um, up for it... you know, don't want to pressure you; entirely your decision, but, um, why don't we, ah, j-join forces?" Wheatley said, giving a hesitant laugh.

Another step. The test subject was halfway to him now, and the closer she got the more Wheatley became aware of exactly how small this room was. His quivering knees threatened to give out on him, and he backed to the corner and used the desk to prop himself up so he wouldn't slide to the floor.

"And why would I need your assistance, Dr. Wheatley?" the test subject asked, her words dripping with amusement.

_That's actually a very good question. _Wheatley cleared his throat, thinking fast. "W-well, I mean, two's better than one, hey? I mean, yeah, you escaped the testing tracks ages ago, but you're still stuck here in Aperture, right? I could get you out!"

The test subject chuckled as she stepped forward, but the quality of the noise made Wheatley sure he would not enjoy the joke. "Actually, I could feasibly get out of here at any time. I just wanted to kill you, first. So, really, you being alive is just holding me back."

_Oh God oh God oh God oh God oh God!_ A pathetic giggle crawled out of him, though Wheatley had no idea what he was laughing at. "W-well, yeah, th-that's one way to... one way to look at it, sure," he babbled. "Um, other ways... other ways include, maybe, uh, u-utilizing each other's inherent skills to, ah, _streamline_ the process. Double our chances of, ah, n-never going back to the testing track again.

There were no longer any pauses in between the test subject's steps, though she still moved at a deliberate pace. "What, don't you like testing?" she asked, an undercurrent of something dangerous in her voice.

Wheatley completely missed the subtleties of the question. "W-well, to be frank, the AI here is bloody mental, and keeps trying to kill me via testing apparatus," he said. He ran his hand over the blood spot on his belly, now dried to a crusted brown. "You would not _believe_ the things she's done to me so far."

The test subject's face hardened, but Wheatley failed to catch that, as well. "Oh, I think I would," she murmured.

With a final step that brought her into arm's reach, she extended her hand to him. Wheatley tried to scream, but the only sound that came out was a humiliating squeak. As his knees abandoned him, he was happy he'd had the foresight to move against the desk – had he not, he would have fallen arse-over-elbows onto the floor.

Confusion made a triumphant comeback as the test subject didn't try to tear his throat out, but instead rested her hand on his chest in what was almost a gentle manner. Wheatley flinched away, but the test subject's hand followed him, ghosting her fingers over his collarbone. When he tried to move again, leaning back until his head touched the monitor behind him, she flexed her hand in a silent warning, digging her nails lightly into his skin. Bewildered and scared, Wheatley obediently stilled – he couldn't stop his trembling, but other than that he did his best imitation of a statue.

A tall and lanky statue shoved into an awkward backward-bent position, but a statue nonetheless.

"You woke up in a strange room. You don't know how you got there, but you know that's not where you went to sleep. It's not where you're supposed to be or where you want to be," the test subject murmured, tilting her head this way and that as she watched her hand resume its exploration. "You're forced to do everything someone else wants you to do. They never stop – there's always one more injection, one more person they want you to meet, one more _question_. They don't care if you're tired or scared or hungry. You're just a self-propelled testing element."

Wheatley's mouth hung open in surprise. _What is she...?_

"You went along with it at first until you realized what it really meant. Until you realized everything they were going to take from you. Then you fought and kicked and bit and screamed, but they didn't care. They did what they wanted anyway."

His eyebrows nearly shot off his forehead as Wheatley managed to look past himself and realize who the test subject was really talking about. _Oh... oh._

Clearing his throat, he opened his mouth to speak. Caroline's eyes snapped up to meet his, and Wheatley was now aware that his contribution to the conversation was both unnecessary and unwanted. When she saw he'd gotten the message, Caroline smiled. Wheatley had the errant thought that she was actually sort of pretty, if you ignored the ravening dementia. And the bloodstains. "Everyone treated me like a machine. Poke here, get a result there. No one remembered I was a person. I felt so helpless, so powerless... except with you."

The smile twisted, driving away any touches of humanity and becoming something that chilled Wheatley to his very bones. "You're scared of me. Of _me_, not test subject fourteen-ninety-eight."

The hand on his chest began drawing playful patterns across the dirty fabric of his shirt. "I like that," Caroline said in a low voice, staring up at him through her lashes as she trailed the pen up and down the top of his thigh.

Terror once again reigned supreme, and Wheatley found that he was more frightened now than when he thought she just wanted to kill him. _This is not funny, God! Not bloody funny at all!_

In the normal scheme of things, Wheatley's mental dexterity in reaction to new situations was phenomenal. His decisions may not have been the best possible, true, but he conceived and acted on them without hesitation. Now, however, he found himself paralyzed: a thousand responses flooded his brain at once, and his muscles began to twitch as courses of action were decided upon then summarily abandoned the very next instant.

The hand on his chest paused as it hit the bump formed by the thumb drive underneath Wheatley's shirt. Caroline frowned at it, running one finger along its outline. Wheatley found he still had some room left for dread and a tiny spark of stubbornness: he did _not_ want Caroline touching ChellDOS. She started to pull the thumb drive out, and without thinking Wheatley's hand shot up to grab her wrist and force it away. Caroline's eyes blazed with fury, and Wheatley had to admit this had been precisely the wrong thing to do.

Caroline reared with a feral screech, slashing her hand across his face – if Wheatley hadn't strapped his glasses to his head, he'd have lost them. As it was, the four hot lines seared across his cheek and he jerked his head back out of her reach. At the same time, she gouged the pen into his thigh as she drew it back and raised it high over her head, preparing to plunge it into him. Letting out a wild cry of his own, Wheatley instinctively caught her other wrist and surged forward, pushing her hands away from him. He yelped as Caroline shoved her foot in between his ankles, tripping him up. They both tumbled to the floor, Caroline twisting their bodies so that not only was it Wheatley's back that slammed into the opposite desk on the way down but his shoulders that landed on the tile floor.

His spine arched in pain. Wheatley nearly died then and there as Caroline took advantage of his distraction, straddling him and driving the pen towards his throat. Wheatley remembered at the last second where he was and grappled her, panicked whimpers coming out of him as he frantically tried to keep the pen away.

Though he was much larger than her, he was in a poor position, and Caroline's life as a test subject had hardened her muscles until they had the consistency of wood. The point of the pen inched inexorably towards his jugular, and in her pitiless yellow eyes Wheatley saw his own death.

In an act of desperation, Wheatley bunched his legs with his feet as close to his buttocks as he could, then thrust his hips into the air with every last drop of strength he could squeeze out of his muscles.

Caught off-guard by the sudden buck, Caroline pitched forward, her head hitting the edge of the desk with a sharp _crack_. She reeled back, dazed, and Wheatley took advantage of the moment to heave her off him. As she sprawled across the floor, Wheatley rolled onto his stomach and began scrambling towards the door.

He shrieked as Caroline's hand wrapped around his ankle, and with a violent tug she jerked his leg out from under him. Wheatley's breath _whoosh_ed out of him as he hit the floor, his chin connecting with the tiles hard enough to snap his teeth closed over his tongue. A coppery taste exploded in his mouth, and Wheatley spat out the blood. Looking over his shoulder, Wheatley's eyes widened as he saw the curtain of fresh crimson obscuring half Caroline's face, pouring from a gash in her scalp. He rolled onto his back so he could grab her if she tried to stab him again. Due more to luck than skill, Wheatley's foot caught Caroline across the jaw, snapping her head to the side.

They both froze, equally shocked. With deliberate slowness, Caroline swung her head back to stare him in the eyes. Wheatley gulped as he saw a flash of heat in her gaze – something that was _not_ anger; not anger at all – and her tongue flicked out to lap the blood from her cut lip in a sensuous motion.

There were no words to accurately describe the mixture of fear, disgust, and something else he didn't want to identify curdling in Wheatley's gut.

_Pwhip! Pwhip! _Somewhere down the hall, a door slammed.

Caroline and Wheatley's expressions mirrored each other as their eyes widened in surprise.

Two portals – a red one under Wheatley and a purple one under Caroline – opened with a pair of simultaneous _pwhops!_ As they fell through their respective openings, Caroline refused to let go of Wheatley's leg, and he yelled in pain as his knee was wrenched in a direction it wasn't meant to go. He heard Caroline's answering shout as the same thing happened to her arm. For a second, Wheatley dangled from the ceiling of the hallway just outside the terminal center, and he shut his eyes to avoid seeing his leg and Caroline's arm on the floor inside. Then Caroline's fingers slipped from his ankle and he crashed to the ground, twisting at the last second to avoid landing on his head – instead, he landed on his bad shoulder, the bright lights stabbing at his eyes after being in the dark terminal center.

He didn't care. He reveled in the pain, because it meant he was _alive._ Caroline hadn't killed him! He wasn't dead! Yeah, sure, his myriad of injuries were all protesting at the same time, and a superficial part of him may have felt that death might be a better alternative to how much he hurt, but he was _alive!_

A muffled shriek and a loud bang made Wheatley jump, and he pushed himself into a sitting position, preparing to leg it if necessary. A door down the hall shuddered as something pounded it from the other side, and Wheatley's mind connected the chain of events – a glance at the purple portal revealed Caroline standing far beneath it, alternating between trying to jump for it and banging on the door to the empty room she was in. Looking behind him, he spotted two androids staring back with an expectant curiosity, strange chittering noises issuing from them – one high and light, the other low and deep.

The one with the orange optic that reminded Wheatley of a turret was tall and slender, its pronounced hips and long, graceful legs giving a distinct impression of femininity. In marked contrast, the one with the blue optic – Wheatley recognized it as the same one that had crashed into the hard light bridge in front of him, somehow alive and not falling anymore – was squat and blocky despite its spherical core. Its heavyset shoulders and thick legs convinced Wheatley it was designed to be masculine. Both were a mixture of smooth white plastic and bare machinery, their aesthetic chunky yet flowing at the same time. They stood side-by-side, portal guns at the ready as they blocked the hallway with their bulk.

Straightening, Wheatley spat more blood on the ground, then looked up at the ceiling. "It bloody took you long enough! She almost killed me, you know!" he snapped, drawing the back of his hand across his mouth.

"_From what I heard, that was her secondary objective."_

Wheatley shivered. "That's not funny," he said. He ran his hand over his face and checked his fingers; there was no blood.

"_No, it's not. She really _must_ be crazy if she's got thoughts like that about _you_."_

He ran both hands over his hair, nausea twisting in his stomach. "Can we not talk about it, please?" he asked, failing to keep the pleading note out of his voice.

"_You're right. We have to get you both back to testing."_

Wheatley stiffened as Caroline let out a howl of fury from her makeshift cell, and it occurred to him that GLaDOS' intervention may not have been entirely benevolent. Keeping his movements casual, he turned to look over his shoulder at the androids again. They hadn't moved, and were still staring at him with that same look. He looked them up and down as he appraised their construction, then gave them a shaky smile and received a pair of cheerful thumbs-up in response. Wheatley turned back around, his thoughts whirling.

"_Don't bother trying to escape. For one thing, I've seen the extent of your athleticism – you don't have a chance at outrunning these two. I trained them specifically to be killing machines, and they've faced bigger threats than you can imagine. For another thing, if you _do_ try and run, I'll just have them open the door and let her out. Then the testing tracks would actually be the safest option for you."_

He glanced up. "After all the effort you just went through to capture her? You expect me to believe you'd turn around and set her free? How d'you figure on getting her back again after I'm dead, then?" he demanded.

There was a slight hesitation before GLaDOS replied. _"Honestly, I'm still not used to you being capable of logic. It amazes me every time. Like a giraffe doing calculus."_

Wheatley's eyes hooded in irritation. "Funny. Very funny," he said, drawing the words out to fully convey his sarcasm. "Don't think I haven't noticed you didn't answer the question."

"_That's my problem to worry about. Your problem is whether you want to die a clean death in the test chambers or be brutally hacked to pieces here."_

He didn't respond right away. Picking himself up from the floor, Wheatley took his time dusting himself off and straightening his clothing and hair, surreptitiously checking to make sure the thumb drive was still secure around his neck. When he couldn't find anything else to procrastinate with, he performed an amateurish about-face, his posture resolute. "Let's do this, then," he said firmly.

"_That's the spirit. Now, just – "_

Wheatley lunged at the androids, grabbing their cores. Just as he'd thought, their bodies been constructed in a basket fashion to seat the cores in – there was absolutely nothing connecting the "heads" to the bodies except the pressure from the frame. They let out odd noises of irritation and dismay as he plucked the cores from their casings, and before the droids could do anything Wheatley chucked them as hard as he could down the hallway. As the android got tangled in each other's limbs trying to turn after them, Wheatley spun and ran for his life – which, given the recent abuse of his knee and the limp it forced on him in return, wasn't as anywhere near as fast as he'd like.

"_What was that? What's happening? What are you doing?!"_

"I have _no_ bloody idea!" Wheatley called back. He passed by the door Caroline was trapped behind, a small window offering a brief glimpse of her livid face as he darted past. A shudder wracked him.

"_Are you running? You're running, aren't you? Stop! I'll... I'll let her out! I will!"_

Skidding around a corner, Wheatley flung out his hand to catch himself as he lost his footing, crying out as agony flared from his bad leg, but he was quickly up and running again. "I'm going to die anyway, remember?! At least this way, I've got a shot!" he retorted. "Besides, you let her out, and after she's done with me she'll come for you!"

"_Blue! Orange! What are you two idiots doing?! Go get him!"_

Adrenaline flooded him, and Wheatley couldn't help a savage grin. "You should have known better than to send robots against a bloody technician!" he exulted.

"_I figured your stupidity would cancel that out!"_

"_I HAVE A BLOODY DOCTORATE!_"

"_YOU'RE STILL A MORON!"_

"_THAT'S **DOCTOR**_ _MORON TO YOU!"_

The absurdity of the statement hit him moments after he'd said it, and he couldn't help but crack up. His half-mad cackling echoed off the walls as he lost himself in the maze of hallways.

* * *

The office was dark and quiet, the gentle hum of computers masking his breathing. Wheatley pressed himself against the wall, focusing intently on the door next to him that led out to the hall. He hesitated, then reached over and locked the door – _Oh, how the tables have turned!_

_... What does that even mean? What if it's a round table? Turning it would be bloody useless, if that were the case._

Wheatley couldn't be sure how long it'd been since he'd given GLaDOS the slip – until finding this office to hide in, the only thing he'd been able to think about was continuing to put one foot in front of the other.

He'd gotten lost almost as soon as he'd left the orientation facility. Some parts of this Aperture mirrored its counterpart in his universe down to the thumbtacks in the cork message boards, while others couldn't have been more disparate if the designers had been trying.

In this particular section, the lack of other humans was shockingly apparent. Everything felt so... rundown and _empty_. The floors were pocked and dingy, half the lights were malfunctioning in some way, and everything looked grey and neglected. There was an odd rail attached to the ceiling, and on a whim Wheatley began following it – it had to lead somewhere, right? Wheatley guessed he was in some kind of research and development department; several rooms he'd passed had PowerPoint presentations illustrating Aperture's losing battle with Black Mesa.

At first he was surprised that Black Mesa existed in this universe as well, though after a moment's thought had to admit it made sense. He'd wondered if they were just as psychotic and reckless as this version of Aperture. Probably not – the probability of _both_ companies suffering a horrible catastrophe that wiped out almost the entirety of their staff was astronomical.

Another thing he discovered was that GLaDOS' broadcasts came through every speaker when she wanted them to. Since his escape, Wheatley had been treated to a healthy dose of the AI's hateful vituperation. Wheatley was surprised to find how easy it was to ignore her now that he was out from under her thumb.

Besides, Wheatley had been made fun of all his life. His height was the usual target, but his lanky frame, looks, glasses, and regrettable lack of success with the opposite gender also came under attack. (Given recent events, Wheatley was beginning to reconsider if that last was really such a flaw.) Over the years, he had become something of a connoisseur of insults. While GLaDOS had an impressive ability to twist the same joke into new and different shapes, after a while the subject became stale. _Yes, I get it, you think I'm a moron. Next?_

While he'd been exploring, he'd come across some useful treasures, chief among which had been a first aid kit. Wheatley had been honestly shocked when he'd found it – having one was something sensible companies did, and there was something strange about equating "sensible" with "this Aperture Science." Even more baffling was that it was actually filled with useful things – he'd been half-afraid he'd open it to find nothing but a hammer and three jelly babies or something. He'd never been happier to see ibuprofen before in his life. He was also able to finally give the cut on his hand some attention and wrap an actual bandage around it, shoving his soiled tie in his pocket, as well as treat the burn on his bicep by slathering antibiotic ointment on it before haphazardly wrapping it. Taking his work shirt off had been painful enough; putting it back on seemed an exercise in torture, so Wheatley just tied it around his waist. His sleeveless undershirt was grimy and had a distinct odor about it from being in such close contact with all the sweating he'd been doing, but it was better than nothing.

Taking whatever he could fit in his pockets (Wheatley was pessimistic about his chances of avoiding further injury), Wheatley had abandoned the kit and continued on his way. GLaDOS' semi-constant monologue was so pervasive that Wheatley had almost missed hearing someone else speaking from around a corner – it was only during a pause as she thought up more insults that the voice could be heard. He couldn't make out what was being said, but the fact that there was someone nearby was enough to send Wheatley diving for the nearest door – who knew what other forces GLaDOS had at her disposal?

So now he waited. He could hear the voice getting closer; a muted stream of constant noise. Wheatley swallowed and wiped the back of his hand across his forehead. Some deranged impulse gave him the urge to try and attack the intruder, but the less idiotic side of his brain pointed out he'd never had good luck where physical altercations were concerned.

No, he would just wait until they'd passed. No need to give away his position. The voice was getting louder, and Wheatley tensed as whoever it was got close enough that he could make out their words –

"Duh-duh-duh, _DUN!_ D-duhn dun-dun-dun, _DUN DUN! DUN!_ Duh-nuh-duh-dun, dun, dun, _dunna-dunna-dunna-DUN!_"

"_RICK?!_" Wheatley barked before he could think to stop himself.

"Huh? What?! Who's there?! Come on out! If you do so immediately with your hands in the air, I'll try and keep these guns under control! No promises, though – these things are locked, cocked, and ready to fire!"

Wheatley began laughing with relief, fighting the doorknob as he struggled to open it. "I don't believe it, mate! How'd you get here?! I thought you were – that you'd – well, nevermind! Oh, man alive! You have no idea how good it is to hear your voice – you won't _believe_ what's happened to me since I got here!" he cried. "Damn it, why won't this – oh, right, I locked it. Hang on, I've got it – "

He flung the door open, and in an instant his jubilation turned to ash.

The first thing that struck him was the vivid green optic, its pixellated iris intent. Following immediately on that thought's heels was how _animated_ the thing was – every part had been constructed to assist in showing emotion.

After a moment of shock, Wheatley's professional interest drove him to study the construct. It was an off-white sphere, constructed of at least three separate layers: the central core that the moveable optic was attached to, and an inner and outer shell, like a globular gimbal. The plates forming these shells twitched and jerked in a hundred subtle movements as the thing inspected him right back. Two handles jutted out of its carapace, one above and one below the emerald optic, and were just as moveable as everything else on the thing. Attached to the back of it was what appeared to be a retrofitted multitasking arm, allowing it to travel along the same rail Wheatley had been following.

"What the bloody hell _are_ you?" Wheatley said, his voice soft with wonder.

The thing made a show of flexing itself, and Wheatley marveled at how easily it conveyed arrogance. "Don't blame you for being impressed – what you're looking at is a work of art," it said loftily. Its lower optic shell half-covered the iris in a masterfully communicated look of condescension. "Name's Rick: Adventure Core! I was hand-selected by the big boss lady to patrol this area, looking for some guy who'd escaped the testing tracks. You seen him, Ginger?"

"Man alive, you sound just bloody like him! Terminology and everything!" Wheatley exclaimed. Ignoring the thing's protestations, he grabbed the handles and began turning the thing this way and that. "Is it a microphone? Are you talking to me from some sort of broadcast room? No, no – that's ridiculous. There'd be too much interference from friction and static of the multitasking arm; there's no insulation, no grounding or wicking, but your voice is clear as a bell! And the expressiveness – wow, I can tell just by looking at you that you're annoyed with me! The artificial intelligence on you is bloody amazing! Man alive, you're like a miniature GLaDOS!"

His breath caught in his throat, and he almost squealed with excitement. "You're a personality core!" he gushed, "You're a bloody personality core! That's what you are! Look at you! Oh, man alive, do you have _any_ idea the how finely-tuned your motors are to narrow your optic at me like that?! Or how delicate your servomechanisms have to be just to twitch – bloody hell, you _twitch! _Not to _mention_ how complex your programming's got to be just for you to get irritated with me in the first place! You're capable of independent thought; of understanding and carrying out orders! Just look at you! You're a bloody miracle of science and technology! Bloody hell, if you lot had spent less time trying to sell babysitting turrets and more time marketing you, Black Mesa wouldn't have stood a bloody chance!"

"Get your grubby hands off my handles! I'm warning you, I've met your type before, and I kick-punched that guy right into space!" the core hollered, trying desperately to shake loose from Wheatley's grip.

Wheatley paused. "'My type?' What, ginger?" he asked.

"No! English! Now let – _go!_" the thing snapped, jerking its handles free. It retreated out of arm's reach, giving Wheatley a dirty look. "You're lucky, buddy. I almost lost control there. It wouldn't have been pretty if I had – I know all about pressure points," it said, twitching its handles as if brushing itself off. "Now, if you'll _excuse _me, I've got a job to do. Gotta go find...

"...find that..."

The handles stilled, and the optic plates widened while the iris contracted around the rectangular pupil. Alarm bells began ringing in Wheatley's head, and before the core could do anything he leapt forward, wrapped his arms around the thing and pulled as hard as he could. "_OW! _That's it, pal! You're going down to pain town!" the core bellowed.

The multitasking arm yanked away, dragging Wheatley off his feet. Curling his legs under him, Wheatley let out a yell as he was suddenly flying over the ground, clinging to the furious core. "Hey! Get off! Only women are allowed on the Rick ride!" it snapped, slowing as it tried to shake Wheatley off.

Their combined weight was too much for the rail. There was a slight groan, then both of them shouted in surprise as the core disconnected from the arm in a shower of sparks. Wheatley hit the ground hard and lost his grip on the core, which rolled away to bump against the wall with a grunt. The arm drooped, dangling limply from its track.

Wheatley was becoming more familiar than he cared to be with the feeling of having the breath knocked out of him. He coughed and wheezed, forcing himself upright. "Why... do I always... end up on... the bloody floor?!" he croaked.

"You better watch yourself, Ginger, because when I get my handles on you I'm gonna show you what happens to those who take on an Adventure Sphere!" the core blustered as it flailed the aforementioned handles. "Let me give you a little spoiler: _It involves a whole lotta kick-punching!_"

"_I hear you, _DR. _Moron._"

Wheatley froze as GLaDOS' voice came over the speakers. The core chuckled. "You're done for, now, buddy," it said, hooding its optic in smug satisfaction. Using its handle to roll itself on its back port, it began shouting at the ceiling. "I found him! He's here in the – "

Scrambling over his own legs, Wheatley latched on to one of the core's handles and swung it into the wall – he was surprised how heavy it was. It collided with a sharp _pang_ and a yelp. "Why, you – !" it started, but Wheatley smacked it into the wall again.

"_Where? Where are you?"_

He didn't give the core a chance to reply, instead banging it preemptively into the wall again. "Keep your bloody mouth shut, or I'll reprogram you into thinking you're... that you're a... that you're something _not_ cool," Wheatley growled.

"I'm not afraid of you!" the core retorted.

"Yeah? I'll hang bloody streamers off you, like those things you see on girl's bicycle handles. Put shiny stickers all over."

The core's iris shrank to a small point and its handles flared wide. "You _wouldn't!_" it gasped.

Quick to seize the advantage, Wheatley thrust his face close to the core's optic, his eyes narrowing to slits. "Kittens. And. Unicorns," he snarled, biting off the end of each word. There was something exhilarating about being the one doing the threatening for once.

Howling, the core writhed in his hands. "You can't do that! Do you have any idea how hard it is to get those things off?!" it cried, "My reputation as a badass would be ruined! You can't do awesome things like flying tiger kicks in front of an explosion if you've got Lisa Frank on your face!"

Wheatley straightened, arching a haughty eyebrow. "Well, if you cooperate, you can continue doing all those things sticker-free," he said coldly.

The core sagged with a defeated sigh. "Alright. You win... for now," it said, a bit of heat returning to its voice. "But you better watch your back, buddy. Nobody threatens Rick the Adventure Sphere and gets away with it."

It twisted to look at the ceiling. "Sorry, boss lady – he's got me by the short and curlies. There's nothing I can do," it lamented.

"_What."_ It was more a statement than a question.

Wheatley smirked, tucking the core under his arm. "Once again – you sent a bloody _robot_ after a _technician!_ Did your_ magnetic tape _get tangled with your _rotary dials_ or something?! Should I get a pen to rewind you with?!" he gloated.

"_... That's it. I'm turning on the neurotoxin."_

"Yeah?" he challenged, "Tell me, if you kill yourself from another universe, is it still suicide?"

GLaDOS was quiet for a very long time. _"I hate you _so_ much."_

Wheatley sniggered, doing a small dance. While doing so he caught sight of the core giving him a strange look. "What?" he asked, sobering.

"I might have to change my mind about you, Ginger," it replied with grudging respect. "Not only did you just mouth off to the biggest, baddest AI in the joint, but you even got me to agree not to karate chop you into next week (for now). That takes guts, kid. I like guts. Both the 'courage' thing and the real deal."

Wheatley brightened. "Really?" he asked.

The core nodded magnanimously. "Yeah. Don't start crying yet, though – still gonna have to kick your butt for the wall business," it said, its optic plates narrowing in a glare.

"Right," Wheatley said, flicking his eyes in a short roll. He transferred the core from one hand to the other, shaking out the now-empty one. The core was on the heavy side, and given his injuries he wasn't going to be able to carry it for too long at a time without some trouble. But he didn't want to leave it behind – not only could it be useful if he convinced it to help him, but he wasn't done examining it yet. He stared at the core, chewing on his lower lip in thought.

"I know that look," the core said, "so I'm just gonna go ahead and say it: I'm strictly a _ladies'_ man. Sorry, buddy – I know it's unfair, given my raw animal magnetism, but that's just how things work."

Wheatley recoiled. "I – _what?_ No, I'm not – why would you think...? No!" he spluttered, "I like the ladies just fine, too, thank you very much!"

"You've been making googly eyes at me since you saw me. You're not fooling anyone, Ginger," the core said. Wheatley scowled at it, then hit it against the wall again. "Ow! That's it: I've changed my mind about changing my mind! C'mon, let's go! You and me, _mano e sphere-o!_ I'll tear you to pieces, you – "

Wheatley hit it again. "_Ow!_ I'm gonna – "

"What you're _going_ to do," Wheatley interjected, "is shut your bloody mouth before I decide a game of football is in order."

The core harrumphed. "You don't look like a quarterback," it noted.

Using his free hand to rub his temple, Wheatley let out a deep breath. "Right. Shut up," he said, "I've got to think."

"Why don't you think about what's going to happen to you when I – " Wheatley's arm was getting tired, so he just dropped the core on the ground. "_OW!_"

Wanting to take his weight off his bad leg, Wheatley placed his foot on the core and absently rolled it back and forth, ignoring the thing's outraged complaints. "Right. Think. Got to get a plan," he muttered to himself. "Wait, I already had a plan. What step was I on?

"Oh, right: Step Three. Only the worst one. Somehow I've got to get from 'proceed to escape' to 'arriving in the Central AI Core.' How, is the problem I'm currently confounded by. Loads of obstacles in my way. For one thing, I've _no_ bloody idea where I'm going. Can't even look up a map, because any terminal I accessed would alert GLaDOS as to my location."

Wheatley rubbed his chin, grimacing as his fingers rasped over his stubble. "We really didn't think this through, did we? I mean, even in my Aperture. 'Oh, we've got this giant bloody robot that hates us. Let's use her as the host server for our LAN. Nothing could bloody go wrong with that,'" he mocked, "'What? Safeguards? Bollocks, we've got to finish this up already so we can get back to programming blocks to be sentient! We don't have time to be bloody rational! Taking two bloody seconds to hash out a secondary network in case our AI goes mental is – "

His train of thought came screeching to a halt, redirected, and charged ahead with so much force that Wheatley didn't have enough cerebral processing power left over to breathe. His eyes darted wildly as if he could actually see his thoughts, his mouth slowly falling open as realization dawned. The burning sensation in his lungs brought him out of his daze, and he noisily sucked in air.

"Of _course!_ Of bloody _course!_ Why didn't I think of it before?! Bloody – I tell people I'm not a bloody – then I forget something like – Augh!" he said, thumping the heel of his hand into his forehead several times.

"Ha! _I'M_ the one that's s'posed to be hittin' ya, Ginger! Just as soon as you come down here and face me like a man!" the core sneered.

Wheatley bent to snatch it up, holding it to his face. "Room 44-44! Where is it?!" he demanded.

The core blinking in surprise. "What?"

"Room 44-44! Tell me where room 44-44 is!" Wheatley cried, shaking the thing in frustration.

"It's useless, pal!" the core shouted, its voice bouncing as it was jarred, "I'm not tellin' you nothin'! I may not give your location to the boss lady, but that's as far as I'm helping you! I don't take kindly to being forced to headbutt walls! I mean, I'd do it anyway, because I'm that tough, but being _forced_ is something I don't hold with!"

His teeth would shatter if he clenched them any harder. "You bloody tell me _right_ now or I'm going to see how realistically your simulation processes render pain!" Wheatley hissed through them, his voice pure acid.

"I don't care what you do to me; I'll never tell! Torture me all you want – red-hot pokers, cattle prods, stickers! I won't crack!" the core barked. "I don't need my good looks to impress the ladies – I've still got _explosions!_"

In less time than it took to blink Wheatley assessed the problem and formulated an idea, and he forced himself to relax. "Ladies, hey? You really do like women, don't you?" he said, trying to be as disarming as possible.

Optic narrowing, the core growled, "You doubtin' me?"

"Oh, no, mate! No, no, no!" Wheatley said, waving his hand in front of him placatingly. He ran a hand over his hair and gave the core a brilliant smile. "Listen. We got off on the wrong foot, hey? You trying to sell me out to GLaDOS, continually threatening me, insulting me... bit off-putting, as far as building a working relationship goes," he said, "But you seem like a decent enough fella. What do you say we start over again? Then maybe you can help me rescue a beautiful woman."

The core's interest was immediately apparent. "What woman?" it asked, audibly trying to remain suspicious.

_Gotcha._ Instead of answering, Wheatley lowered himself to the ground, careful to keep his weight off his knee. Setting the core next to him, he adjusted it until it was facing him and stretched his legs out in front of him. Only after he'd gotten comfortable did he speak.

"You'll like her, you will," Wheatley said, "Smart, brave, funny, caring, very fit... total package, mate."

"What's she look like?" the core pressed.

Wheatley grinned. "She's a thing of beauty, mate. Curves in all the right places," he said, tracing an hourglass figure in the air with his hands. "Optic the color of polished silver, alabaster casing, cables like spun ebon... Huge..." he cupped his hands in front of his chest in a lewd gesture, "chassis. Marvel of modern engineering, she is."

The core's optic had lost focus as it imagined the picture Wheatley had painted. It cleared its throat, shaking itself. "That sure does sound nice," he admitted. "She single?"

"Waiting for the perfect man. Told me about it once: she's into... ah, green... green's her favorite color," Wheatley said, trying not to let his mental scrambling show on his face; this was definitely a poor avenue for him to have gone down. He was better at twisting the truth than outright lying. "Someone who... appreciates her – " he panicked as the core rolled its optic, " – h-her, you know, explosions. That she causes. When she fires... guns. At other guns. While punching things. That are on fire."

"That's my kinda woman!" the core laughed, waving its handles as if trying to clap. "Alright, Ginger. You've sold me. I'll help ya out – what's the situation?"

There was a certain joy to be had in successfully manipulating others, and Wheatley indulged in it for a second. It felt good to be the boss for once, especially with this core. It wasn't a hard thing for Wheatley imagine it as actually being Rick, and pushing it around was a bit of a salve for his ego; passive-aggressive punishment for Wheatley always feeling inadequate when he'd been around the other man. _Well, now you're a bloody robot. Who's the looker now, hey?_

He opened his mouth to respond when GLaDOS came back over the speakers. _"I thought I should let you know: the other test subject got loose. Can't imagine how that happened. I think she's coming after you right now. Promise me you'll scream really loud when she finds you, alright? I may not get video of your death like I wanted, but audio works just as well. Speaking of which, I've got some more voice recordings from your other self – I know you like hearing how pathetic you really are."_

Wheatley went cold, everything but fear leeching from him. "Tell you what, mate. I'll explain on the way. Room 44-44 – I need to get there. Right now," he said, clambering to his feet.

"What's got your shorts in a twist?" the core asked.

Swallowing hard, Wheatley hefted the core off the ground. "That test subject GLaDOS just mentioned? Well, trust me when I say that staying away from her is the healthiest decision either of us could make," he said, trying to keep his voice from shaking. Flashbacks of the terminal center struck him, drawing a full-body shudder.

"Is that all?" the core scoffed, "If she's female, just let me at her – I'll have her eating out of my hand faster than you can say 'do not disturb.'" It waggled its upper handle suggestively. "I've a _way_ with the _ladies._"

Wheatley gave it a flat look. "She once tore out a man's throat with her teeth. Not because there was anything keeping her from using her hands – she told us later she was running a test of her own to find out what death tasted like. The answer is 'pennies,' apparently," he said.

The core's iris shrank in fear. "You know, Ginger, I think it might be a good idea if we avoid running into this particular little lady – I refuse to hit a woman, and it sounds like she might be a handful for you," it said.

"So glad you agree," Wheatley said dryly. "Now, um, here's the plan: We're going to leg it to room 44-44 as fast as we can, and with any luck we'll get there without me losing an alarming quantity of blood and you becoming a modern art project. That being said... which way to room 44-44?" Wheatley asked.

The core hesitated, then gestured with its free handle down the hall. "That way, Ginger," it said.

* * *

****A/N:** What happened? I started this chapter so strong, and ended with... that. Bah.

So Caroline is fucking creepy. Every time she shows up I edge closer to running out of excuses not to raise the rating. I was a little uncomfortable writing the scene between her and Wheatley – as a concept, it was interesting to explore why she reacts the way she does to him. Along the way, however, it got really dark and unsettling. Every time she's brought up, I keep re-reading what I wrote and think, "This bitch is crazy!"

Fun Fact: when I came up with the "what-does-death-taste-like" bit, I couldn't think of a good result. So just for funsies I Googled it. Turns out someone has legit asked that question on Yahoo!Answers. "Pennies" was the top answer, and it made me laugh so I threw it in.

Whellp, I said I was going to explore Wheatley's character, and that includes the bad parts. My own personal theory about the mainframe is that it doesn't just magically drive everything connected to it crazy. I believe it magnifies what's already there. So if you're a little angry you got uploaded against your will, you're boosted into a homicidal maniac. If you've got a persecution complex, you become psychotically paranoid. So on and so forth. Sure, it does mean that Wheatley isn't as good a guy as we all would like to believe, but it adds even more depth to an already complex character.

Also: Rick's back! I think I've mangled his character this time around, and for that I'm sorry. I still had so much fun writing him – I'm enamored of the word(s)/phrase "kick-punch," and though I try to use it as little as possible it sneaks in on its own every time I write as Rick. I kept giggling at the thought of Wheatley nerding out over him.

The more I write, the more excited I am about getting to the next chapter. This one was a bit difficult for me, because I didn't really have anything major planned. (That's probably why the second half isn't as good as the first.) But, now it's finished, and I can get on to the next one.

Work, work, work...

As always, thank you to everyone who's commented, favorited, and followed! I adore you all!**


	10. The Room

_**All characters belong to Valve in some way, shape, or form.**_

Wheatley was surrounded by ghosts.

Not the paranormal kind – there were no besheeted apparitions wailing and rattling chains. There weren't any poltergeists moaning and disappearing into walls. No, these phantoms sprang from a more intimate source: Wheatley's memory.

Rick had successfully navigated them to the bowels of Aperture Science's robotics division, which happened to be one of the areas that mirrored Wheatley's universe. After some consideration, Wheatley decided he would have preferred if this were not the case. This had been _his_ division – he'd roamed these halls almost every day for the past four years. If he ignored the rampant dilapidation, he could almost pretend he was back home. The thought wrenched his heart, and he had started occasionally sticking one hand in his pocket and clinging to his stained tie, which had now become a sort of security blanket. Wheatley knew he should be hurrying to find room 44-44; Caroline was prowling the halls somewhere, and GLaDOS' testing droids had doubtlessly reassembled themselves and had joined the hunt for him.

He couldn't help but explore a little bit, searching for any taste of humanity that would remind him he hadn't always been alone. Everything he did find only lowered his mood, but he couldn't stop. Wheatley had been able to successfully ignore the ramifications of GlaDOS' revelation about her murderous tendencies thus far, but here reality settled around him like a thick fog. Everyone was dead. There weren't any bodies – Wheatley refused to think of why this might be – but he was walking through a graveyard.

Though he knew intellectually that this was not his Aperture, and that this place had suffered a number of horrors who knew how many years ago, it still felt as if his home had decayed overnight.

Finding the lab Wheatley had been assigned to had been jarring – the layout was the same, with the shelf-lined walls walls penning in the heavy workbenches; but the projects were vastly dissimilar. Where schematics and computers had dominated the room in Wheatley's universe as they tried to discover how to coerce ChellDOS into behaving, here blueprints and diagrams for the portal device lay scattered over the tables, parts and pieces clogging every horizontal surface. Yet, despite the differences, here and there Wheatley would find some small thing that connected the two universes: "MAX WAS HERE," carved into the main table by some bored technician long ago; that mysterious stain on the ceiling no one could ever identify.

When Wheatley stumbled across the break room a little while later, he couldn't even bring himself to go inside. In his universe, no matter what time of day you chose to come to this room, there was always some sign of life: a tech lounging on the ratty sofa, mesmerized by whatever crap channel the telly managed to pick up, or heating some cheap meal in the microwave, or playing table football as loud as humanly possible. It had never been quiet in the break room.

Here, the only sounds came from Wheatley's mind as he compared what he was seeing to his flashbacks. A thick coat of dust blanketed every available surface, the telly was now only an empty shell, and the foosball table had rotted to the point of collapse ages ago. Wheatley didn't stay long; the stillness unnerved him too much.

They had to be getting close to room 44-44. Once beyond her network, GLaDOS' lack of influence became more and more apparent. Not only had they left behind the almost-constant harassment in the form of this-Wheatley quotations, plant life had invaded the walls and ceiling, and the floor tiles were cracked where they weren't missing altogether. There were more lights that were broken than ones that worked, and those that did had the tendency to flicker warningly. The overall effect made Wheatley feel as if he were exploring an ancient temple that had long since reclaimed by the jungle – if that jungle had been comprised of potato plants, anyway.

Wheatley tried to remain upbeat and positive as he traversed the hallways, but it was as if everything he saw conspired to drive the same point home: _This is everything you have lost. You are never going home again. You are alone._

He might have gone mad if he'd been forced to do this by himself. Rick, however, had proven to be a valuable asset in more ways than one. "Alright, Ginger. Your turn," the core said.

As was his habit, Wheatley started to bite the tip of his tongue as he thought. The sharp stab of pain reminded him that it would be putting up with no such nonsense until it had healed. Instead, Wheatley began nibbling on his lower lip. "How did you lot sort out the problem-solving algorithms to avoid suffering combinatorial explosion?" he asked.

Rick blinked. "What?" it asked, then shook its optic as it tried to clear away its confusion. "Okay, 'explosion.' Got that part. Everythin' else was just, 'Nerd, nerd, nerd, I'm a huge freaking nerd.'"

Wheatley gave a thoughtful hum. "I guess that could explain part of it," he muttered to himself, "Contain field of inquiry to a specific set of parameters, so only qualifying information is processed. Would require a _lot_ of bloody spheres to cover every avocation, though."

"Well, there you go," Rick said. "Now, for my question – "

Wheatley lifted his arm to glare at the core. It hadn't taken him long to figure out that holding Rick by its handles wasn't going to work – the core wasn't exactly a plastic cup, and its handles were constantly moving as it shifted expressions, which aggravated the gash on Wheatley's hand. Wheatley had finally removed his work shirt from around his waist and threaded it through Rick's handles. The knotted sleeves dug into his shoulder and were pulled tight around his chest from Rick's weight, but having the core hanging off his right hip was far superior to simply holding it. Rick hadn't agreed at first, but had acquiesced not long after Wheatley developed a mysterious case of butterfingers.

"Now, hang on a minute, mate! You didn't answer my question! You just said 'What?' and I deduced the rest of it myself!" Wheatley growled down at the core. He quickly went back to watching the ground as he nearly tripped over an exposed root.

Rick awkwardly shrugged its handles. "You asked a question, you got an answer. Those're the rules, Ginger," it said.

"Those are not!" Wheatley protested. "Namely because we don't _have_ any rules! We just agreed to take turns answering questions for each other because you refused to tell me anything about this universe!"

"Yeah, well, asked your question, so it's my turn anyway! And before you get to feelin' all holier-than-thou, you wouldn't tell me anythin' about the other me! And that's _way_ more interestin' than all this nerd-talk you've got going on!" Rick said.

Wheatley rolled his eyes. "I might be able to see your point if you were asking questions with any sort of depth or insightfulness about the other you. But that's not the case, here, is it? No, you've just been asking various iterations of, 'What about this girl? Did I get with this girl?' for over a bloody hour, mate!" he snapped.

Rick's optic narrowed. "Ginger, if you showed half as much interest in women as I do, we might not be in this mess," it retorted.

"And what exactly do you mean by that?" Wheatley said, heat edging his tone.

Rick gave a disparaging harrumph. "Well, I've noticed a little pattern with you, Ginger," it said.

"Is that right?" Wheatley nonchalantly took hold of the workshirt-sling; if Rick said something he didn't like, he was going to "accidentally" turn too quickly and hit it against the wall again.

"Yup. You meet the big boss lady; she wants to kill you. You meet the crazy test subject, she wants to kill you. You meet the pretty test subject, she chucks you into space. Maybe if you were a little better with women, we wouldn't be running for our lives right now."

Wheatley began looking around for a good location to stage the upcoming accident. "Not _every_ woman I meet wants to kill me, thank you very much," he growled. "I'll have you know that – " Rick's words ran through his mind again. " – Sorry, did you say 'pretty?'"

Rick's optic hooded in a smug expression. "Yup. She was the best sidekick I've ever had. Man, that day had everythin' – fires, explosions, a countdown clock, the threat of complete annihilation hangin' over our heads, a space battle, more explosions. I celebrate its anniversary every year: _Explosion Day_," it said, dropping its voice to a whisper in reverence.

Impatience bit at Wheatley. "Yes, yes, yes, that's very good, mate," he said, waving his hand in a rapid "go on" motion. "What about the test subject? The pretty one?"

"We met while fighting you – the this you," Rick said, "She looked to be having some trouble, so I stepped in to help her out. I did most of the fighting, and I zinged you pretty good with some witty one-liners – one of my many fortes. But she helped out, too: kept me motivated by holding me close to her lovely lady curves, _if_ you know what I mean." It waggled its handles in a vulgar manner. "Take a right here."

Wheatley obediently turned right. He hesitated before giving his next question – he'd been purposefully shying away from asking about the not-him. With just GLaDOS calling him a horrible person, Wheatley could pretend that she was lying, or taking his words out of context. With confirmation from two sources... well, he'd still convince himself they were lying; it'd just be a lot harder to pull off. Curiosity wouldn't stop nudging him, however. "Why on earth was I fighting a beautiful woman?" Wheatley asked.

Rick twitched its handles in a shrug. "Wondered that m'self. From what I could tell, you were using her as a test subject, and she was tired of it. Almost everyone could hear ya, you were shoutin' so loud. Sounded a lot like you were throwin' a fit because she'd dumped you and ran off with a potato. Never been through that – always leavin', never been left – but it sounded rough."

Ignoring the more insensible parts, Wheatley pressed on. "Ehm, exactly... exactly how pretty _are_ we talking, here?"

"Like an angel descended from Heaven, Ginger," Rick said, its voice going soft in reminiscence. "Beautiful. B-E-A... _ootiful. _Dark hair, gray eyes, tight little body, B-cups – "

Wheatley raised an eyebrow. "She told you her bra size?"

Rick gave a little chuckle. "Naw. But I can tell just from lookin'," it said, "And the way she held me, I got a _great_ view."

A muscle twitched under Wheatley's eye as he clenched his teeth. _Story of my life,_ he grumbled to himself, _A version of me meets a beautiful woman, and instead of doing the rational thing and attempting to woo her, he throws her into a testing track. And now I'm jealous of a metal ball._

"So what about Dina, from accounting? Did I get with her?" Rick asked.

Wheatley sighed, but let it go. "Yes. Yes, you did," he said flatly. He'd taken to just saying "yes" to whatever Rick asked him, as the core refused to accept "I didn't care enough about your bloody love life to pay attention to it" as a legitimate answer.

Rick gave a lewd chuckle. "I knew she couldn't resist me forever," he gloated. "Now, what about – "

"Now wait just a minute! It's definitely my turn now, mate!" Wheatley cut in.

Rick's faceplate shifted into a cheeky leer. "Actually, by my count, you've asked... five, six, _seven_ questions in a row, Ginger," it said. "I've got a few coming up."

Wheatley gaped down at it. "You bloody – ! You brought up the pretty test subject because you knew I'd ask about her!" he cried.

"Worked, didn't it?" Rick said, sounding far too self-satisfied than it should.

Scowling, Wheatley quickened his pace, trying to outdistance his irritation. "Fine, then. Two can play at that game, mate. Yes, it did. You're down to six," he snapped, following the corridor as it turned left.

"What?! Wait, that wasn't a – "

"Five."

Rick narrowed its optic. "That's low, Ginger," it grumbled, "That's real low."

"Conversing with the Adventure Sphere has been known to lower intelligence levels at a rate of twelve IQ points per statement."

Wheatley froze, the quick, prim voice drawing his attention back to his surroundings. The hallway he was in stretched some distance in front of him before terminating in a darkened room; this area appeared to have suffered the most from the neglect that plagued the rest of Aperture. Leafy vines choked every available surface, obscuring any evidence of human construction. The only illumination came from around the corner, and while it managed to make it to the doorway, glinting off the small plaque set on the wall to the right, it didn't have a chance to penetrate the inky dark beyond.

Inside, a pink optic comprised of stubby squares set in a radial pattern hovered at about waist height, focused unerringly on Wheatley.

"So there's _two_ of you!" Wheatley said, excitement bubbling within him.

"In the event a horse-drawn carriage and an automobile meet going opposite directions, the driver of the automobile must pull off the side of the road and disguise the automobile as another horse," the other sphere replied.

Rick groaned. "Ignore him, Ginger. You give him a second, and he'll waste the next hour of your life babbling about things _no one else cares about!_" it said, shouting the last down the hallway.

The pink optic flicked to give Rick a dirty look, then returned to Wheatley. "The Fact Sphere is the most interesting and intelligent of all the spheres, something that makes the Adventure Sphere insanely jealous," it commented.

Rick gave a disdainful snort. "Pinkie, the day I'm jealous of you for _anything_ is the day I eat every single one of my black belts," it snarled.

"Fact: The Adventure Sphere doesn't actually have any black belts."

As Rick exploded into a torrent of threats concerning all manner of wedgie- and noogie-related retribution, Wheatley began heading towards the room, though the mass of roots and worries about his injured knee kept his pace slow. The lessening light made things even more precarious, to the point where Wheatley was moving at a crawl. "Brilliant! I was right!" he said to no one in particular as he picked his way across the uneven floor, "Each sphere must relegated to an individual function! Can't help but wonder at the subject choices so far, though. I mean, facts? Which, to be perfectly honest, I think they only called it that because 'Spouting Absolute Bollocks Sphere' is a bit of a mouthful. And Adventure? Why in hell would you want to give GLaDOS – "

Wheatley froze as the odor rolling out of the open doorway hit him with the force of a blow. He had no real words to describe it, as he'd never experienced anything like this before in his life – the closest he could come would be some putrid combination of rotten eggs and cat urine. Nausea twisted his stomach and bile clawed at the back of his throat as he gagged.

The same instinct that had warned his hominid ancestors against venturing out into the growling darkness where predators lay shrieked at him to turn and run, and the sudden terror it conjured left him in no state to argue. Whirling, he shot back down the hallway, heedless of the dangers of tripping.

"Whoa, whoa! Ginger! Where ya goin'?! That's the room!" Rick called, its voice catching as it was jounced against Wheatley's hip.

The core's voice helped cut through his panic, and Wheatley forced himself to stop. He had almost made it back around the turn, and the urge to continue was difficult to ignore. The effort involved left him breathless and weak, and he had to lean against the wall to remain upright. "What... the bloody hell... was _that?!_" he gasped.

Rick was giving him a flat look as its weight dragged it to Wheatley's front. "I've got no idea, Ginger," it said, its voice letting Wheatley know it wasn't talking about the odor.

Wheatley swallowed hard, trying to coax his heart to slow down. "Do you not have any olfactory sensors?" he asked.

"I don't breathe, buddy," Rick said, "Why would they give me a sense of smell?"

He was far enough away that he couldn't smell anything, and in the stench's absence Wheatley couldn't understand his reaction. Letting out his breath, he straightened, adjusting Rick to a more comfortable spot. "Well... count yourself lucky, mate. I mean, bloody hell, that had to have been the absolute worst – ! Just, just the most nauseating – !" He ran a rough hand over his hair, turning to look back at the room. "I don't have the words, mate, but trust me when I say that if I never smell... whatever that is again, I will die a happy man," he finished.

"Ain't your lucky day, then, Ginger, because that room you just skedaddled away from is room 44-44," Rick said.

Wheatley groaned in despair, dragging a hand down his face. "Of bloody course," he grumbled.

"The _USS New Ironsides_ was built after its predecessor, the _USS Old Ironsides_, sank on its maiden voyage, its sides having actually been constructed of iron," the Fact Sphere chirped helpfully.

"Shut _up, _Pinkie!" Rick hollered.

"Green is the color used to denote typically negative emotions such as envy, greed, nausea, death, and the devil."

Wheatley sighed as Rick began to curse. "Well. Have to say, my enthusiasm for this plan has plummeted," he said, talking to himself while the two cores bickered. "Not exactly keen to go running into the room that reeks like old arse and sweaty mold."

"C'mon, Wheaters," he said, forcing his voice into a more positive tone, "It can't be as bad as you think. Sure, it smells a bit – maybe someone left some food in the fridge or something. Heh. Imagine that – all this fuss over a casserole gone bad." He smiled at the image. "I mean, yeah, when you asked Jerri about this room, she said you'd die if you ever went in there. But come on – what's the worst that could happen?"

His imagination was all too eager to answer that question. Wheatley clapped a hand to his forehead, his anxiety making a comeback. "Oh, bloody hell, I just thought of the worst thing," he said, then winced. "Oh, I just thought of something even worse."

Wheatley sucked in a breath, then let it out as slow as he could. "Right. Stop that. Not helping anything, is it, hey? Not useful in any manner whatsoever. So, new rule: no imagining of any sort of consequences regarding the entering of the aforementioned room.

"Fact of the matter is, my options are rather slim at this point. I mean, I'm not exactly spoiled for choice, here, am I? Not like I can just turn around and head for the nearest exit.

"As it stands, I can select one of two ways to proceed: A, don't go in there, eventually get found by either GLaDOS or Caroline – you know, it's a bit odd, actually, saying her name – and die either way, or B, go in there, and hopefully find a way to avoid the whole, you know, 'dying' thing."

Taking another deep breath, Wheatley squared his shoulders, clenching his jaw as he gathered his determination. "Right. Let's get it over with. Don't think about it, just... _go_," he said, and began stalking towards the door, refusing to listen to his growing hysteria.

"You always talk to yourself like that, Ginger?" Rick asked, tilting its optic at him.

"Only when I'm trying to not think about the myriad of ways this particular course of action could result in my untimely demise," Wheatley said through clenched teeth. Reentering the fetid miasma set his stomach to quivering, but Wheatley refused to let it get to him. Instead, he broke into a run. "I am a bloody idiot for doing this!" he shouted.

Rick laughed as Wheatley picked up the pace. "That's the spirit, Ginger! Charge! Charge into danger and excitement! I'll do the action music!" it called. "Dun-dun-da-_DUN! _Dun-dun-da-_DUN, DUN! _Runnin' at a dark room! Dun-da-dun-da-dun-da! No idea what's in there! _DUN! DUN! DUN! _Could it be a t-rex?! Dun-dun-da-da-_DUN!_ We don't even care!"

Wheatley's eyes bulged just as he was about to enter the door's atramentous maw. "Oh, bloody hell, I forgot there aren't any lights!" he cried, and immediately tried to backpedal. His legs, confused by the conflicting demands, attempted to both advance and retreat at the same time. As a result, Wheatley tripped over his own feet, and pain shooting from his bad knee as punishment for its abuse. Both he and Rick yelled in surprise as he plunged to the ground.

They both hit the floor with a pained grunt, Wheatley just barely missing landing on Rick. The contents of Wheatley's pockets that didn't scatter across the floor jabbed him painfully, but he refused to move, lest it be some kind of trigger for something terrible to happen. For a time, neither of them said anything, glancing around to see what would descend to rip them to pieces for daring to intrude, the only sound Wheatley's heavy breathing. He regretted his exertions, as the stink had settled over him like a blanket, and every inhalation dragged it across his tongue.

The pink iris watched them as best it could, its gaze disinterested. "The winner of the 1908 London Olympics was a chimpanzee," it said. Its voice alone managed to communicate exactly how unimpressed it was with their entrance.

"Hnnh," Rick said, the small sound carrying a surprising measure of disappointment. "Doesn't look like there's anything in here, Ginger."

Wincing as he was forced to bend his knee, Wheatley took his time pushing himself to his feet, collecting what items he could find and shoving them back into his pockets. "Well, we can't actually see anything in here, can we?" he said, hating how defensive he sounded. It seemed almost a personal affront that he'd been so spooked by this room, only to have absolutely nothing inside to validate it. Even more strangely, now he was actually _hoping_ for something terrible to happen, just so he wouldn't look like such a coward.

There was enough ambient light from the hallway to give a bare outline of a light switch near the door. When Wheatley flipped it, however, the overhead lights only flashed on for a brief second before the filaments in their bulbs overheated and broke, dropping the room back into darkness. Wheatley scowled. "Well, I hope you have some sort of method for seeing in this muck, because I do not. Which makes this whole escapade bloody useless, unless we can find some manner of luminescence," he said, his irritation clipping his words.

"Good point," Rick said, closing its optic. When it reopened, a ring of LED's surrounding the ocular opening of the inner shell blazed to life. Wheatley cursed, shutting his eyes and throwing up a hand to block the sudden light.

"Bloody hell, mate! Word of warning, next time?!" he snapped. Keeping his eyes closed, he reached down and fumbled with Rick until the core was turned away from him. When he tried looking around, large blots of color obscured his sight as his eyes adjusted to his surroundings. He glared at Rick. "And if you had a torch this entire bloody time, why didn't you say anything _before_ we came crashing headlong into the pitch-black death room?"

Rick twitched its handles in a shrug, the beam of light darting around the room, following the movements of its optic as it searched for something worthy of more danger music. "Turnin' on the night light ain't exactly adventurous, Ginger," it said, "Much better to storm into the unknown, where anythin' could be waitin' to jump out and attack. Thrillin', though, wasn't it?"

Wheatley closed his eyes again, this time to count backwards from ten as he took slow, steady breaths. _I'm surrounded by bloody mentalists,_ he snarled inwardly. When he reached zero he reopened his eyes (the muscle had started twitching again), and he was now better able to focus on the contents of the infamous room as they were illuminated by Rick.

"Kind of disappointing," Rick muttered, and Wheatley had to admit it was right.

It appeared to be just another workshop, virtually indistinguishable from the one Wheatley had worked in. True, shelves took up only the wall to his left, and a pair of mechanical arms were attached to the ceiling, but those were minor differences. The back wall had a first aid kit and a glass cabinet above a row of empty storage cubbies. Three storage cubes were stacked in a column on top of the cubbies, though Wheatley could see no purpose to them there. The workbenches were empty, save for the other personality core set on top of the one closest to the door.

Off to his right there was a hutch desk with an unpowered computer facing away from the door. Other than that, the wall was blank with the exception of a white board, as well as a medi- and HEV-charger (what were those doing here?) set side-by-side. As he explored, he learned to ignore the smell, until it was just a small complaint in the back of his mind.

All in all, the most threatening thing in the room were the two inactive turrets sitting underneath the dual chargers, and the most interesting (besides the Fact Sphere) was that the shelves were clogged with more personality cores in various stages of completion. Something about the Fact Sphere struck Wheatley as odd, but when he couldn't put a name to the feeling he ignored it.

Wheatley felt a bit insulted. "Well, this is rather anticlimactic," he sighed, running a hand through his hair. "I mean, this is it? This is what they made such a bother over? Bloody hell, I already knew about the personality cores! Continuing to keep me in the bloody dark is pointless! Mad!"

"Heh. 'Dark.' Good one, Ginger," Rick said.

Confused, it took Wheatley a moment to see what Rick had. Once he did, he couldn't help a grin. "It was, wasn't it?"

"The term 'puns' came about when prisoners in ancient times were forced to listen to terrible plays on words as punishment for their crimes," the Fact Sphere stated.

Wheatley grimaced. "That one would have been saved for murder, mate," he said.

The Fact Sphere narrowed its optic at him. "Ginger children are born to women who contract gingivitis while pregnant," it said spitefully.

"For God's sake! I'm _not_ – !" Wheatley started angrily, but was interrupted by Rick's raucous laughter.

"That's the first interesting thing I've ever heard you say, Pinkie!" it guffawed.

The Fact Sphere was an equal-opportunity taunter, however. "The size of the male plug on any given piece of electronics is inversely proportional to the frequency with which it is claimed to be used," it said, its optic half-closing in a smug look.

"_HA!_" Wheatley barked as Rick's chuckling abruptly stopped.

"Whatever," it growled, hunching in on its optic. "I'm still the only one in this room that's actually _used_ his 'male plug.'"

"Self-install doesn't count," Wheatley said slyly.

Rick glared at him. "If you're done being scared of the dark, Ginger, don't you have work to do?" it snapped.

All traces of good humor drained from him as Wheatley remembered his purpose here. "Right," he said, swinging Rick around to face the computer hutch. The smell was worse on this side of the room, but it was still bearable, now that Wheatley had acclimatized to it. A quick inspection showed the computer to be plugged in and connected to the monitor. Stretching his bad leg out to the side as he squatted, Wheatley balanced both his weight and Rick's precariously on one foot as he searched for the power button.

"Please, please, please, please, _please_ let this work," Wheatley breathed as he pushed it.

He could have cheered when he saw the tiny lights flaring on the tower, the internal fans humming as they came to life. Using the desk for balance, Wheatley stood, grinning as Aperture's logo flashed across the monitor. "Bloody brilliant," he sighed.

Though he hadn't spotted any chairs in the room, a storage cube taken from the back worked just as well. Wheatley pushed the top one off the pile, and as it clunked to the floor he saw that a large air vent had been hidden behind it. Wheatley spared a moment to wonder what the point of that had been, then shrugged it off and pushed the makeshift seat in front of the computer.

Rick fidgeted in his hands just before he could sit down. "Uh, Ginger? How long do you think this is gonna take?" it asked.

Wheatley looked down at it. "Why?"

The Fact Sphere spoke up before Rick could answer. "The word 'lethologica' describes the state in which one cannot remember the word they want," it said.

Rick and Wheatley exchanged flat looks.

The Fact Sphere didn't appear to even notice when Wheatley deposited it outside the room, setting it to face down the hallway. Brushing imaginary dust from his hands, Wheatley sauntered back over to the storage cube.

He had just sat back down when Rick made a noise as if clearing its nonexistent throat. "Yeah, it's great that you kicked Pinkie out, Ginger, but seriously: how long is this gonna take? I mean, when are we gonna get to the excitin' stuff? Running for our lives, dodging death, _explosions!_ Where are the _explosions?_" it complained. Wheatley's eyes narrowed.

Rick was much more vocal about being relocated outside the room, but Wheatley ignored its protestations. "Listen, mate," he said as he plunked Rick down on the opposite side of the doorway from the Fact Sphere, "I need... ah, you know, someone... someone like, say, you; you being a... a _really_ good... um..." _I've bloody got nothing. _"Er, could you... stay... here... and, you know..."

Wheatley was saved from his floundering by Rick itself. "I getcha, Ginger," it said, adjusting its plates as it made itself comfortable. "Don't you worry. I'll keep the big, bad crazy lady from sneakin' up on ya." It swished its optic from side to side, as if Caroline could burst through the walls at any moment. "No, sir, Crazy Pants McGee ain't gettin' past me without a fight."

As he was behind the core, Rick couldn't see Wheatley blow out his cheeks in a silent, relieved breath. "Brilliant. Perfect. Absolutely tremendous, mate – you stay here and... and watch. For Caroline." _Still weird. _"Er, 'Crazy Pants McGee.' Go, team!" he cheered, then ducked back into the room.

The computer monitor provided enough light for Wheatley to make his way back to the storage cube. Sitting with a sigh, Wheatley wove his fingers together and turned his palms out. He grunted in satisfaction as his knuckles popped and cracked, he leaned forward to rest his hands on the keyboard.

Just as before, a log in prompt greeted him. A sudden case of nerves hit him, causing his fingers to tremble as he typed in Jerri's information. "Come on, come on, come on..." he whispered as he hit enter. A tendril of excitement curled in his belly as the information was accepted, and Wheatley was once again greeted with a treasure trove of files.

The first thing Wheatley did was check the network's connections. Much to his relief, the host was a much older mainframe (v1.07) and its connection was one way – it had uploaded everything that was on GLaDOS' network, but it didn't transmit anything. The network wasn't very large – according to the specs, the host server was located only a couple levels below this floor, and only one computer on each floor had access. But Wheatley would be able to look at any information GLaDOS had with the added benefit of remaining completely invisible while he did so. His glee drove away the little voice trying to remind him that he was there for a reason, not just to poke around Jerri's files.

There were some downsides, however. From what Wheatley could tell, there was a long period of time where GLaDOS' mainframe had been inactive – about twenty to thirty years – and all its processes had been transferred to this network to maintain. As this mainframe had nowhere near the capabilities to run those of its counterpart, it had shut down all but what it had been programmed to find most vital – Wheatley wished he could be surprised that some idiot had prioritized "personality cores" and "nanobots" over "life support." A few years ago, GLaDOS had reactivated, and all the processes here had shut down and rebooted with her. The result had left this network a cluttered mess of duplicate files.

This network also appeared much more corrupted than its counterpart – all of the file names were written in what looked to be gibberish. Clicking on a few, Wheatley discovered this only pertained to the file names themselves – the contents seemed to be perfectly ordinary. "Maybe she was just writing in code...?" Wheatley mused. "What was she trying to hide? I mean, so far I've found a flier for Bring Your Daughter to Work Day and a list of ingredients for cake – if _this_ is what GLaDOS was giving to test subjects, I think I lucked out with her lying about it. I mean, sediment-shaped sediment? Geosynthetic membranes? Fish-shaped _solid excrement?_"

Shaking his head, Wheatley clicked on the next file that caught his eye: Qm9yZWFsaXM=

The sudden flood of windows that sprung open and then immediately closed flashing across the screen caught Wheatley off-guard. His heart leapt into his throat as his imagination treated him to visions of the network crashing, destroying his one advantage. "What did I just do?" he asked weakly. Adding to his trepidation was the rapid, high-pitched pinging noise as a large number of errors occurred per second, each one prompting an audible alert. "Oh no, oh no, oh no, oh no, oh no... please don't do this... _please_ stop doing that!" he moaned, clutching the sides of the monitor.

"Ginger? You all right in there?" Rick called.

Wheatley leaned out so he could give Rick a false grin. "Yes! Um, fine! Totally under control! I meant to do that!" Wheatley called back. Straightening, he started shaking the monitor. "Stop it, stop it, stop it, bloody stop it!" he hissed.

All activity ceased just as suddenly as it had started, leaving Wheatley with a single window containing simple text:

_/ Initiating recall..._

_/ Signal Confirmed._

_/ Running "recall . exe"..._

_/ Error 0xc000000f: An error occurred transferring execution. "FU_BM . exe" is unresponsive._

_/ Initiating ..._

_/ Signal Confirmed._

_/ Running "salvage . exe "..._

_/ Estimated time remaining: 01:03:17:24:35_

Wheatley's jaw went slack as he read. "I have no idea what I just did," he admitted. He shrugged. If he was reading the numbers right, whatever he'd just set into motion wouldn't happen for more than a week. He would have escaped or been killed by that point, so there wasn't much use in worrying about it, was there? It'd be GLaDOS' problem. "Consider it a going-away present," he snickered with a savage smirk as he exited the window.

A peek at the task bar showed that the program was still running, but Wheatley was hesitant to mess with it anymore. Instead, he got back to searching with a heightened sense of caution and renewed purpose.

Blindly fumbling around would get him nowhere. With a minor self-inflicted head slap for not doing so earlier, Wheatley executed a search function from the command line terminal and began a more focused investigation. His first two searches were duds – apparently no one had thought to include written instructions on "how to get glados to stop trying to kill me" or "how to kill glados," which Wheatley felt were huge oversights – but his third met with some success.

"'Core Transfer,'" Wheatley murmured, scratching at the day-old stubble on his chin as he read. "Doesn't seem that difficult. 'Put Core A into Port B; if Core C kicks up a fuss, hit a button.' Can't imagine why no one's done it bef – oh, they have."

Included in the file was a link to a transcript of prompts and commands for every core transfer that had ever occurred. There had only been two in Aperture's history, both fairly recent – one supplanting GLaDOS with something called an Intelligence-Dampening Sphere, and another returning GLaDOS to her rightful place. Both instances were prefaced with an alert:

_*****WARNING!*** **UNQUALIFIED PERSONNEL DETECTED IN STALEMATE RESOLUTION ANNEX! ONLY TRAINED STALEMATE ASSOCIATES ARE AUTHORIZED TO DEPRESS STALEMATE RESOLUTION BUTTON! DEPRESSION OF STALEMATE RESOLUTION BUTTON BY UNQUALIFIED PERSONNEL COULD RESULT IN DAMAGE TO THE STALEMATE RESOLUTION BUTTON! DISPATCH COMPUTER-AIDED ENRICHMENT CENTER CRISIS TEAM IMMEDIATELY! *****WARNING!*****_

Wheatley gave a soft harrumph. "So, someone who wasn't a trained stalemate associate – whatever that is – going around pushing buttons, transferring cores willy-nilly?" he mused. "Within the past couple years or so... I'd say GLaDOS went bloody mental on everyone long before that. Either that, or this Aperture Science was worse at housekeeping than it was at conforming to basic safety regulations. So I'm guessing this must have been one of the test subjects..." he blinked as he scrolled down. "Ooh! Brilliant! Pictures! _Incriminating evidence_, as it were!Let's see who got caught with their hand in the metaphorical cookie jar– "

He sucked in his breath so fast he choked on it."It's her!" he coughed, pushing his face so close to the screen his nose almost touched the glass. "It's bloody her! The one from the painting!"

The camera must have been mounted to the ceiling, as the still had been taken from almost directly above the test subject. She was half-turned, as if starting to look over her shoulder at something. Her left hand was pressed firmly against the button, and in her right she held a portal device – much like the one the void-man had possessed. Her dark hair was pulled away from her face in a severe ponytail, and though that face was just as lovely as the portrait had suggested, her expression was a far cry from the peaceful smile she had worn there – her mouth was set into a grim line, her grey eyes narrowed and hard. Everything from the knee down was encased in a pair of long fall boots, and she was dressed in a test subject's orange jumpsuit that she'd stripped to her waist, tying the knots around her middle. The only things covering her top were a skin-tight tester's bodysuit and a white, sleeveless Aperture Science undershirt – _I'll be damned; Rick was right._

Wheatley stared, drinking in every detail he could. It wasn't until his eyes had begun to sting and water that he forced himself to lean back. "She's real!" he whispered as he rubbed his eyes. "I can't believe she's bloody real!"

He dropped his hands back on the keyboard. "But who _is_ she?"

The prompts held no further information on the test subject, however. When he tried searching "test subject," the amount of hits he got in return was just shy of being every single file available. Though he tried to adjust the terms of the search, apparently her physical description didn't appear anywhere in the databanks.

Wheatley sat back, chewing on his bottom lip as he thought. Desperate for information, he looked over the transcript again. At first, nothing jumped out at him. After a second read-through, however, his eyes widened. "Ah! Brainwave!" he chirped, diving at the keyboard.

It took him a couple of tries to get it right, as his fingers were fumbling over one another in his haste. Taking them away from the keyboard, Wheatley flexed them, taking a short breath as he forced himself to calm down. "Intelligence... Dampening... Sphere..." he said as he typed, then grinned as he hit enter. "If I can't find you, love, let's see if I can't get your companion to lead me to you." Excited, Wheatley clicked the first file to pop up: T3JnYW5pYyBiYXNl

The screech of tortured metal made Wheatley fall off the cube in shock. Twisting so he was on his back and propping himself up on his elbows, his jaw dropped as he saw what he'd started this time.

The two mechanical arms overhead had activated, flakes of rust cascading from their joints as they turned and lowered. Connecting to the chargers with a hiss, they began to push and lift, and to Wheatley's amazement a large section of the wall tilted outward like a garage door, knocking over both turrets before settling along a track hidden near the junction where wall met ceiling. He gagged as the stench intensified to the point where simply breathing in threatened to make him vomit, and Wheatley pressed his hand over his mouth; whether to attempt to block out the smell or keep the bile in, he wasn't sure. He could feel it clinging to him; sinking into his pores and infecting him with its vile filth. _When I get out of here, I'm going to stay in the shower for a week straight._

Behind the wall was a small alcove, a lone terminal with a blank touch screen standing vigil in front of a thick glass window that took up the back wall. Whatever was beyond the glass was mostly hidden in shadow, but Wheatley could just barely make out a cluster of large, tube-shaped pods set in a semi-circle facing him.

"What... the bloody... hell?" Wheatley wondered.

"Ginger...?"

"I'll let you know when I figure it out myself, mate!" Wheatley called, his distraction leeching the focus from his voice. He couldn't look away from the glass window as he pushed himself to his feet.

His curiosity was going wild, demanding he find out what was the purpose of this hidden room. The same instinct that warned him away from this room was just as insistent that he abandon this discovery and get out. The dichotomy of urges left him hesitant, but he still advanced, albeit at a snail's pace.

When he was close enough to the terminal, he stretched out a hand, placing his fingers on the screen. It immediately lit up, flashing through its start up procedures before settling on a short list:

_Orange_

_Blue_

_Fact_

_Space_

_Adventure_

_Intelligence_

_Anger_

_Curiosity_

_Morality_

_Intelligence-Dampening_

Wheatley's brows furrowed as he scanned the list, then nearly shot off his forehead as realization hit. "These must be the cores they constructed," he said, "But why are they...?"

As he spoke, he tapped the "Adventure" option on a whim. Text flashed across the screen, but Wheatley was too distracted to read it at the moment. The groan of long-still motors being forced into movement was muffled by the thick glass. A mechanical arm ending in a large claw descended from the unseen ceiling of the other room, and Wheatley watched, fascinated, as it selected a pod and drew it from the crowd, presenting it to the window. Wheatley leaned forward, squinting as he tried to make out the pod's contents.

A light inside the pod flipped on, and Wheatley twisted away and doubled over as his stomach emptied itself just underneath the window.

Wheatley didn't know if people from this universe looked exactly like their counterparts from his own, but they were similar enough that he could immediately recognize Rick, despite the advanced decomposition. The nude body was suspended from a facemask in some kind of liquid – whatever color it had been originally, it was now a sickly amber color, a layer of brown scum better left unidentified coagulating at the top. The corpse had bloated so much that the weakened flesh had torn in many places, bones and muscle and... _other bits_ pushing through.

"Ginger! _What_ is going on in there?! If you're doing something dangerous without me – !"

Wheatley didn't answer immediately, dry heaves still twisting his stomach. It took him about a minute to get himself under control. He spat several times, trying to get the bitter taste of bile out of his mouth. "'M fine," he croaked when he could, "I just... um... I'm fine."

"You sure?"

"Don't worry about it, mate."

Alternating between coughing and spitting, Wheatley straightened, wiping his mouth with the back of his hand. He stared at it before letting it drop to his side – he'd never seen his fingers tremble that hard before, even when he'd almost died. Gulping, he took several fortifying breaths, then a sense of morbid curiosity made him risk a peek at Rick's cadaver again.

It was somewhat better the second time around. His mind still recoiled from what it was seeing, refusing to accept it as real – Wheatley could almost believe it was a hyper-realistic movie prop, as long as he didn't look too closely. "So this is what they were hiding," he said under his breath. He slowly shook his head, unable to tear his eyes away from Rick's ruined face. "Why? Why do... this? What purpose could this possibly serve?"

He dragged his eyes down to the waiting terminal. The text he'd ignored earlier turned out to be information on the subject – on Rick. "Rick 'Shandy,' huh?" Wheatley murmured, the corner of his mouth twitching in an attempted smile. It died as a sobering thought occurred to him. "Were you forced, Rick Shandy, or did you volunteer?"

"Who else did they take?" he asked, his voice soft with a mixture of mourning and horror. Pity clenched inside him as he tried to imagine what it would be like, to be shoved in this tiny storage unit for all these years, completely forgotten by the outside world. He couldn't really do anything for them, but he couldn't just leave them, either.

He went down the list, wanting to give them some poor excuse for last rights, forcing himself to look at their ravaged bodies; to learn and remember their names. It was literally the least he could do, and for some reason it was important to him that these people not be lost to history once again; if he could remember them, maybe their sacrifice wouldn't be so bad – they wouldn't be so alone.

The two that had hit the hardest were also the first two on the list. Wheatley groaned as soon as he saw Jerri's name flash across he screen once he'd selected "Orange." "Oh, Jer..." he sighed, placing his palm on the glass, not understanding the impulse but giving into it anyway. "What have they done to you, love?"

Blue's identity had been a surprise at first, but made a certain amount of sense the more Wheatley thought about it. Of all the subjects, Atlas was the only one Wheatley could believe had volunteered. The man let nothing stand in the way of his desire to see Science done, whether it be test subjects, underlings, or – apparently – his own well-being. Still, it was difficult to see a man Wheatley had respected and admired reduced to... _this_.

He was relieved when he didn't recognize the person – he had never met Morality (_Nita Rishabh_), Intelligence (_Bertrand Albrecht_) or Curiosity (_Hilary Curieux_) before. It was a bit more difficult with those he'd known only in passing or recognized from images, like Space (_Liam O'Ryan_), Fact (_Craig Bager;_ poor bastard couldn't catch a break), or Anger (_Riley Choller_; he was probably the only one that might have deserved this, Wheatley thought as he rubbed the fading bruise on his jaw).

Wheatley ran a hand over his hair, letting out his breath. He hadn't been doing anything but pushing buttons, but he felt more exhausted now than when he'd been suffering in GLaDOS' test chambers. "One more, Wheaters," he told himself, "Just one more to go. Last one." He selected Intelligence-Dampening and tried to rub some life back into his face as the pod was brought forth. _One more body, one more name to remember. You can do this._ The light flipped on.

He started screaming before his brain had even fully processed what his eyes were seeing. His legs gave out, and Wheatley crashed to the ground, landing hard on his arse. He vaguely heard Rick shouting, but Wheatley was too busy trying to process the fact that he was staring at his own corpse to pay much attention.

There was no denying it was him. With the exception of a few minor scars here and there as well as a serious case of water rot, his doppelganger floated in the tank on the other side of the glass, identical right down to the birthmark on his hip.

Wheatley's mind shut down in self-defense, and his screaming stopped. He curled into a ball facing away from the door, hugging his knees to his chest and pressing his forehead against them as he fought to keep from hyperventilating. Through it all, memories flew through his head, leaving behind snippets of conversation in a confused cacophony of remembered words.

"_... Organic-based computers..."_

"_... We still need you for the GLaDOS project..."_

"_... Who knows? What we're doing here might even be an integral part of it..."_

"_... If only she'd _talk_ to us..."_

"_... you fry every other AI you come into contact with..."_

"_... never caused anyone any harm... she was extremely protective of us, in fact..."_

"_... D'you know that is the _one_ room in the entire department I've never been allowed into? And I'm the _only_ one not allowed in it?"_

"_... Don't ever go in there, Wheatley. If you go in that room, you'll die..."_

"_... You were pretty much spherical..."_

"_... You don't know...?"_

"_You were a human... you were a personality core... both..."_

"_... Like I said: you're essentially the same person..."_

Wheatley clutched at his head and whimpered. It was too much; too much – he couldn't take it. It wouldn't fit in his skull. The epic hissy he'd been working on since the void-man first showed up raged through Wheatley, leaving in its wake terror, grief, and dread. His muscles were paralyzed, and he was helpless to stop his emotions from chaotically spiraling out of control.

Through it all, the body of Stephen Wheatley, Aperture Science Relaxation Center Attendant, floated serenely in its pod, unaware of the horror it represented.

* * *

****A/N:** Because _fuck_ stereotypes, that's why.

I've mentioned before that I hate the old, "Find-the-Body-in-a-Storage-Unit" trick a lot of people fall back on for their human!core stories. This is my poking it with a stick. I mean, when GLaDOS kicked it after the first game, the entire Aperture Science facility degraded into shambles. The only reason Chell survived was because Rattmann hooked her stasis room up to the reserve power grid. Everything else was left to rot. (Yes, I'm well aware of what they find at the end of the co-op mission. I just don't care; it's still a cliché at this point.)

Anyway, let's go ahead and add "macabre" to the things I'm not good at. I have no idea how to be creepy via text, especially when I keep snickering because I have a dark sense of humor and I like making fun of things other people do. Also, more fucking drama, which I think descends into "sap" at several points. My sincerest apologies – I'll try to avoid that shit from here on out.

I'd like to also apologize for the lengthy delay. I didn't really have an excuse at first: I got distracted by drawing for a couple days, then came down with a case of writer's block. I remember thinking, "Man, I wish I had a good reason for taking so long!"

Then the Monkey Paw Fairy heard me and caused my hard drive to shit itself, and I had to start this chapter over from scratch on my backup laptop. It was much easier this time around, though – I had a better sense of where I was going, and what I wanted to do.

I warned you all that I could happily go on forever writing about learning things and conversation, and I think this chapter proves it. I both love and hate this chapter. I hate it because, compared with the other chapters, there's not a lot happening on the surface, and it could possibly be considered dull. I love it, however, because... well... I love writing about learning things and conversation.

And also I love foreshadowing, and there's some bits here that make me giggle with excitement.

Oh! Hey! Guys! Guess what! I submitted this 'fic to the Fuck Yeah Humanoid Portal! tumblr, and it was accepted! So big thanks to them!

And, and hey! Hey! Guess what else? Guess what else, guys?! Themeganova has begun translating this into Russian, and I'm now gaining a Russian fanbase! Huge thanks to him/her; everyone should go to their dA page and show them love!

But, hey. Hey, guys. Guys. Guys. Guys. Hey. Guess what else? _Guess what freaking else?_ This story made it onto TV Trope's Portal Fanfic Recommendation page.

Where it was recommended _TWICE._

As I once lost myself in that website for two weeks and loved every second of it, I was floored when idaman008 told me (thank you for that). After I recovered enough to breathe, I ran around my house shrieking with joy. Not only did I scare the fuck out of my cat, but my boyfriend now thinks I'm psychotic, and only partially understands why I was so excited.

So huge, huge, _huge_ thank you to both Skibi and Odafangirl for recommending me!

As always, thank you to everyone who has commented, favorited, and followed! I adore every single one of you, and I'm both honored and grateful that you guys enjoy my story so much! Thank you!


	11. The Betrayal

_**All characters belong to Valve in some way, shape, or form.**_

Wheatley trudged down the stairs, leaning heavily on the railing as he watched his feet. _One foot in front of the other. Good, good – doing well. Definitely proving my worth at this whole "walking" thing. No complaints so far. Well, no _major _complaints. To be fair, there has been a quibble here and there, but as I'm the only one with any sort of mobility I don't think anyone else has any room to talk._

"Pinkie, have you ever heard of a swirly? Because that's what's coming your way if you don't shut up," Rick warned, its... his... optic narrowing.

"Eisoptrophobia is the fear of seeing oneself in a mirror. This was first documented in a subject that was extremely ugly," commented the Fact Sphere.

_No, his name is... was... is? Is. His name _is_ Craig._ An image of a small man with dark hair and rotted flesh sloughing off his bones flashed in front of Wheatley's eyes. He shuddered and shook his head, trying to clear away the memory. The only illumination in the stairwell came from lights set in the wall at foot level, and although it was enough that Rick could turn off his torch, it was still much too dark for Wheatley's comfort.

"Yeah. Great. Real helpful, Pinkie. You remember when I offered you a hundred bucks to say one useful thing? Just one? Yeah. You still ain't earned it," Rick growled. Wheatley couldn't fault him for his attitude – after a very uncomfortable (and in Wheatley's case, painful and exhausting) hour descending the stairs, they were all a bit wound up.

"Australia was designed by the British to kill every prisoner sent there," Craig snapped.

"Well, there you go! You finally did it, Pinkie! You finally helped – oh, wait, no you didn't!"

Wheatley didn't remember much of how he'd come to be walking down the stairs. He wasn't sure how long he'd lain on that filthy floor, trying to piece his mind back together as a nightmare hovered just a few meters away. He just knew that one minute, he was curled in the fetal position, the next, he was carrying both cores into the stairwell he and Rick had initially used to access the floor in the first place.

However Wheatley had looked and acted upon exiting room 44-44, it had been enough to keep either core from asking what he'd found. Instead, Craig carried on spouting his usual drivel, with predictable results from Rick. Listening to the two cores bicker helped Wheatley to feel better, especially on the few occasions he joined in.

Wheatley typically only did so when he stopped to rest, as walking down stairs and talking in his current state was something of a risk. In times of mental crises such as this, his mind latched on to anything that distracted him from whatever stressor was causing him anguish. It worked wonders for calming him down, but it did have the unintended side effect of causing him to lose any ability to focus on more than one thing at a time – more so than usual, anyway. Right now, his world boiled down to trying to navigate these stairs without his injured knee giving out on him, carrying two personality cores all the while.

Bringing Craig along had been a last-second decision, one that Wheatley began regretting before he'd even reached the first landing. The cores were _really_ heavy, and while Rick had been bad enough to haul around, at least he was on the sling. There wasn't a way to comfortably carry Craig.

Wheatley had almost forgotten the fact core outside the room until Craig had started shouting facts at him. He vaguely recalled his reasoning for bringing the core: the thought of abandoning Craig to sit in the dark, not knowing how close he was to his own dead body made Wheatley cringe inside. Rick had put up a fuss about the decision, but Wheatley was adamant.

There was also the fact that, despite knowing he should be horrified by what the personality cores represented, they still fascinated him. Wheatley felt ashamed that he could still think that way about what was essentially a crime against humanity, but he couldn't stop. The cores represented a major milestone in technological advancement, and while Wheatley may not have been very high on the totem pole he was still a research technician.

Wheatley's charitable feelings and professional interest alike quickly drained under the added strain of lugging the fact core around, but grit his teeth and kept quiet – he didn't want to admit that he'd been wrong and that bringing Craig had been a terrible, terrible idea. Wheatley started to sigh, but swallowed it when he noticed Rick's optic twitch towards him.

"You alright there, Ginger?" Rick asked, his voice thick with amusement.

"Fine. Fine. Better than fine, actually – brilliant," Wheatley lied, "Yup, still absolutely thrilled with any and all decisions that I've made. No regrets, whatsoever, at all, from this end. None."

"That's great, Ginger, great. Glad to hear it," Rick said, the smugness in his tone inversely proportional to the amount he believed Wheatley.

"Alexander Fleming was a terrible housekeeper and is the universally acknowledged as the world's first hoarder," Craig put in snidely.

A muscle started twitching under Wheatley's eye. Here he was, trying to remain understanding and sympathetic to the plight of certain cores in light of recent discoveries, but that was difficult to maintain when the subject of those feelings were mouthy, ungrateful know-it-alls and carrying them around was causing cramps in muscles you didn't even know you had.

Rick wasn't _too _bad; at least the adventure core could carry on a semi-normal conversation. Craig, though, would pipe up about once a minute to give an inane and often inaccurate "fact." Wheatley figured his programming had gotten corrupted at some point, leaving him unable to communicate except through minutiae. It got annoying after a while: gleaning any coherency from the core was difficult. Once you realized that his facts were tangentially connected to the subject (most of the time, anyway), it became a bit easier, though. Like getting the blindfold removed while trying to cross a high wire on your hands.

Wheatley also hadn't been prepared for how long the trip would take. The schematics Wheatley had read before... before _the incident_ had said that the old mainframe was only two floors below. What they had not said was that the following two floors were bloody massive – gargantuan, really, given how far down Wheatley had come to reach the second level. He might have made better time if he didn't stop every so often to rest his leg, but that would probably be because he would be _falling_ down the stairs rather than walking.

The end was in sight, however. The stairs ended after the next flight, and Wheatley could not recall the last time a door had looked so wonderful to him. Fighting to keep his impatience contained, Wheatley narrowed his eyes at the floor below him in determination, concentrate as hard as he could on not falling. He started to bite the tip of his tongue and was rewarded with a shot of pain as it reminded him it wasn't even close to being healed.

Sooner than he thought but longer than he'd liked, his feet touched flat ground. Wheatley straightened, beaming down at them. _Brilliant! Tremendous job, feet – I knew you could do it!_

His attention was drawn away from the self-congratulating by a particularly ludicrous statement from Craig. "No, the Queen Mother did _not_ assassinate Adolf Hitler in a black ops raid," he growled through clenched teeth as he exited the stairwell, brushing past a piece of machinery dangling in the center of the hallway without looking at it.

"Pablo Picasso was baptized Pablo Diego José Fransisco de Paula Juan Nepomuceno María de los Remedios Cipriano de la Santísima Trinidad Martyr Patricio Clito Ruiz y Picasso," Craig argued.

Wheatley shook his head. "No, no, no, absolutely not. I mean, yeah, she may have had a bit of a thing against Germans – completely understandable, given everything that was going on at that particular point in history – but to think she'd gone around bumping off prominent members of Germany's consensus dictatorship is pure conjecture!" he said.

"The Federal Bureau of Investigation conducts a census every ten years to ensure their population control methods are remaining effective."

The muscle under Wheatley's eye danced. "I don't care what evidence you say you have to support your theory, I – " Wheatley's train of thought jumped tracks mid-sentence, "I don't recognize this bit."

"You mean we got more problems than Pinkie?" Rick asked.

Craig narrowed his optic at Rick. "Legos were invented by Ole Kirk Christiansen in 1746 as a weapon to be used against the Native Americans, who traditionally went barefoot into battle," he said in a tone sharp enough to put someone's eye out.

Ignoring him, Wheatley answered Rick's question. "According to the data I found, the door to what we're looking for is somewhere on this floor. But I can't imagine where the hell it could be, as I've no idea where the hell I am," he said, running his free hand through his hair.

He was definitely in one of the older sections of Aperture. While nowhere near as bad as the area near room 44-44, the level of decay signified this place had not heard human footsteps in quite some time. Most of the lights were functional despite that, which Wheatley was grateful for – the brighter his surroundings, the easier it was to banish the flashes of memory that kept bubbling up.

Wheatley looked at Rick. "Do you know where we are?"

Rick shook his inner gimbal. "Sorry, Ginger. Just as lost as you are. But I tell you what – slap me on that management rail, and I can scout around," he said.

"That what...?" Wheatley asked, lifting his head to follow Rick's gaze. He blinked as he saw the familiar rail bisecting the hall's ceiling. Looking back, he realized the thing he'd ignored earlier turned out to be another multitasking arm – a "management rail," as Rick had called it – though it must have been one of the first prototypes. It was nowhere near as sleek and streamlined as the one Rick had been using when they'd met. It was also covered in rust and corrosion; if it worked at all, Wheatley would be amazed. A sense of warning niggled at him, but Wheatley was in full Not Thinking Stressful Thoughts mode."Well, fancy that!" Wheatley said, pleased.

He returned to the arm and started to lift Craig, but stopped as Rick began thrashing around. "Hey, hey, hey, whoa! What're you doin', Ginger?" the adventure core demanded.

Wheatley frowned at him. "I'm putting him on the... on the manager rail," he said.

Rick's faceplate narrowed in a frown. "I told ya to put _me_ on the management rail, not Pinkie. I'll go find whatever you're lookin' for, head back here, then bring ya to it," he said.

Wheatley winced at the thought. Without a second target to for Craig to direct his facts at, Wheatley was going to receive the full brunt of them.

He wasn't sure he could take it.

"N-no, no, I don't think... it's not _really_ necessary for _you_ to go, is it, mate? I mean, not doubting your abilities or anything, but you've been working so hard – tour guide, hallway guardian, etcetera – and now trailblazer? I think you deserve a little break, yeah? Just a little... little bit of a rest?" Wheatley said, giving a nervous laugh. _Don't leave me alone with Craig. Don't leave me alone with Craig. Don't leave me alone with Craig..._

Optic hooding, Rick leveled Wheatley with a flat look. "Tell ya what, Ginger. I'll go ahead and let Pinkie here take the management rail if you can answer me one question," he said.

Hope glimmered in Wheatley's chest. "Alright, sounds fair – shoot."

"I know for a fact Pinkie's an opportunist. When the this-you was fightin' the pretty test subject, Pinkie flat-out told her he was rootin' for whoever won. So can you be absolutely, one-hundred-and-ten percent sure that he ain't gonna go gunnin' straight for the big boss lady once he's able to move on his own?"

That was a very good point, and one that strengthened that warning voice Wheatley was getting good at not listening to. Brow furrowing, Wheatley lifted Craig to look him in the optic. "I don't know about all that. I can trust you, can't I? Right?" he asked.

Craig's iris darted all over, trying to avoid meeting Wheatley's gaze. Wheatley narrowed his eyes, staring as hard as he could at the core as if Wheatley could force him to tell the truth through sheer willpower. He must have gotten something across, because Craig froze as he caught sight of Wheatley's expression. "There is an eighty percent chance that lightning strikes are survivable," he finally admitted, looking at the floor in shame.

Wheatley felt a pang of disappointment, and he stooped to set Craig on the floor. "Well, at least you're honest about it, yeah? That's... that's something" he sighed, straightening as he unlooped the workshirt-sling from over his shoulder. Craig didn't answer, but Rick made a satisfied noise.

"Yeah, good on ya, Pinkie. Almost earned yourself a hundred bucks – but you didn't actually _say_ anything useful," the adventure core gloated. Careful to keep Rick from dropping, Wheatley undid the knot and removed his work shirt from Rick's handles. The core stretched them as far as they would go, grunting in pleasure as he worked out his stiff servos.

Wheatley picked up Rick and rose, but didn't immediately move to the manager rail. "Um, how do I...?" he asked, gesturing at it.

Rick's faceplate twitched. "Just, ah... just get me close to it, Ginger. Magnets and stuff," he said, his optic narrowing slightly.

"Right, right," Wheatley said. He couldn't have explained why, but lifting Rick towards the manager rail was one of the most awkward things he had ever done in his life. Especially with the way Rick was glaring at him.

"No eye contact," Rick snapped.

Cringing, Wheatley looked at the floor, trying to use his peripheral vision to guide Rick into place. After what seemed like years, Rick jerked out of his hands with a _pop_ as magnetic coils connected the core to the arm. "Oh, yeah! Big Rick's back in business!" he crowed, flexing the arm up and down as he gloried in the connection. The arm had not aged well: Rick's movements were jerky and wild, accompanied by a godawful screeching as motors that had been unused for decades were forced to move. Rick didn't seem to mind. "Good to have the gun back. Man, I feel like takin' down a wall – no, a wall that's on _fire!_ Wait, wait, no – bustin' down a wall while another wall that's on fire comes barrelin' towards me! Life or death! _Yeah!_"

"Ah, that's great, mate, but we should probably get a move on," Wheatley said, picking up Craig and threading the work shirt's sleeves through his handles. "Lead the way."

Rick shook his inner gimbal in a negative. "Nah – no offense, Ginger, but you'll only slow me down, 'specially with that bum leg of yours," he said, "You just take a load off here. I'll be back before you can say 'boom.'" He hadn't even finished speaking before he shot down the corridor, belting out his adventure music as loud as he could to try and drown out the shriek of metal coming from the rusted rail.

"Wait! You don't know what you're looking for, mate!" Wheatley called, but it fell on deaf receivers. He had to admit Rick may have been on to something – even slowed by the grinding friction from severe lack of maintenance, there was no way Wheatley could have kept up with the management rail.

Blowing out his cheeks in a frustrated sigh, Wheatley finished tying the sleeves together. "Fine, then. Guess I'll just have to wait 'til you realize you may have been a little hasty," he grumbled. He then eased himself down to sit on the floor, his bad leg stretched out in front of him as he leaned back against the wall. Shifting his weight to get comfortable, Wheatley pursed his lips in a wry smile. "Got to admit – while I'm _not_ a fan of the whole 'waiting here' idea," he said, "but it _does_ feel good to have a bit of a sit-down. I've been on my feet for... God, just thinking about it makes them ache. Ache _more_, I should say. Aside from that tiny break earlier – and let's be honest, I was too busy trying not to... well, let's just say I couldn't really enjoy the last time I was sitting down. But now, when I can appreciate it a little better? Rather nice, really."

Letting his head fall back, Wheatley stared at the ceiling but didn't really see it. It was a relief to get the chance to rest – the pain in his muscles had died from sharp pangs to a dull throbbing. He knew he should at least find some place less visible, as he was a hunted man. Try as he might, Wheatley just couldn't bring himself to care; he was too tired, and now that he was sitting he found it hard to convince himself to stand up again. For just one damned minute, he wanted to feel something other than pain, fear, or exhaustion.

Digging in his pocket, Wheatley withdrew his tie and wrapped it loosely around his hand, running his thumbs over it. At this point the tie was closer to black than its original navy blue and was disgusting to look at, but the odd texture – half smooth silk, half dried and crusted blood – helped his diversionary defense mechanisms to function. _Washing this is going to be a bloody nightmare. Mum would be livid if she saw what I'd done to this; it cost her almost forty quid. "'Money doesn't grow on trees,' Biscuit! You need to take better care of your things; if you did, they'd last you a sight longer, and you wouldn't have to buy so much to replace them! 'Mind the pennies, and the pounds'll take care of themselves!'"_

Imagining his mother scolding him cheered Wheatley, but at the same time tightened his throat and made his eyes sting with tears – recalling his family brought along the knowledge that he'd never see them again. After a moment's consideration, Wheatley decided that though it was bittersweet, the joy that memories of his mother called up was well worth it. So he indulged in the pain, a ghost of a smile playing on his face. For half a second, he felt peace – as close to it as he could come to in this place, anyway.

"A rolling stone gathers no moss, but it will steal other people's," Craig said, his words an odd mixture of contrition and trying to pretend nothing had happened.

"That's great, mate. Great," Wheatley said, though fatigue left the words weak. Though he had assumed he would never sleep again, the physical toll of walking down all those stairs was a hefty one. As hard as he tried to fight it, each blink grew longer and longer. _Just... just a bit of a kip. That's all I need, hey? I'm sure... I'm sure it'd be fine. Just a couple minutes._ Wheatley's eyes closed, and opening them again was beyond him at the moment.

A heavy lassitude swept over Wheatley. He was so tired... how long had it been since he'd last slept? Or eaten? His head started to fall, bobbing back up erratically as the rest of him fought to stay conscious. Each time the reaction became weaker and weaker until it was no more than a twitch. Just closing his eyes wouldn't hurt, right? No harm done resting here for just a minute.

… _Just..._

… _one... _

… _minute..._

– _Amber liquid skin floating in chunks distended stomach hair drifting bones jutting through flesh one clouded blue eye missing its lid staring right at him the smell oh God the smell it was him it was him it was him it was me it was –_

Wheatley jerked awake, his breath hissing through his teeth as his elbow connected with the stone wall. For a moment he was a whirling ball of flailing limbs as he clambered to his feet, slapping at himself in a panic until he realized he wasn't being dissolved in a jar. Relief crashed through him, sapping the strength from his muscles as he drooped against the wall and panted.

He brought his hand up, rubbing his mouth and jaw. _You're okay! You're okay,_ he told himself, ignoring that he could feel his fingers trembled against his face. _Just a nightmare. Can't hurt you. Physically, anyway. Not sure of the psychological impact of dreams. Can't imagine it being too much – people have nightmares all the time, yeah?_ Dragging his hand down his face, Wheatley shook his head, trying to throw off his discomfort.

The nap seemed to have done Wheatley more harm that good. He'd never felt so heavy in his life: each of his limbs seemed to weigh a hundred stone, and the effort of moving them was almost too much for him. He felt weak and out of sorts, everything hurt, and he couldn't stop shaking.

Swallowing, Wheatley looked around as he shoved his tie back into his pocket. It may have been residual paranoia from the fading nightmare, but the hallway seemed more ominous than Wheatley remembered it. The air was very still, and try as he might to ignore them every instinct was screaming that something wasn't right.

He looked down to find Craig exactly where he'd left him on the floor.

"How long was I out?" Wheatley asked.

"Select members of the American colonial partisan militia were very unpopular with their wives," Craig answered.

Wheatley grimaced, rubbing the back of his neck to work the kinks out of it. "So not long, hey?" he muttered. "Don't suppose Rick came back yet?"

"One is the loneliest number. Any other odd number is just as lonely, but they get the added exclusionary bonus of seeing how happy all the other numbers are in their pairs."

"He hasn't come back yet." Wheatley rolled his shoulders trying to shrug off his foreboding, but it clung to him tenaciously, tightening his muscles and making his stomach clench.

The smart thing to do would be to sit back down – this time in a more concealed area – and continue waiting. Rick would return eventually, and on the off chance the universe had managed to grow bored tormenting Wheatley, the core could know the way to the mainframe. However, remaining still was unacceptable – the nightmare had stirred up all the horror Wheatley had been working to forget, and he was in no mood to wade through the thoughts and emotions that came with that particular set of memories. He needed a distraction.

"Maybe he got stuck somewhere," Wheatley told himself as he picked up Craig's makeshift sling and pulled the knotted sleeves over his head. "Yeah, probably lodged on the rail and can't move. Be doin' him a favor, going and looking for him, hey?"

"Newborn antelopes are able to run within an hour after birth because they practice in the womb," Craig said, perhaps a bit louder than absolutely necessary.

While he may have been learning Fact Speak quickly, Wheatley was at a loss as to what Craig had just said. "What was that, mate?" he asked, looking down at the core.

Craig's optic widened. "Latin sheriffs were terrible at serving writs," he said, his voice light.

Wheatley tilted his head at Craig for a moment, then shrugged it off and looked up at the track. "If we follow this, it stands to reason we'll eventually find him, even if he's not stuck," he explained, though Craig looked to lack the ability to care any less. Wheatley continued talking anyway, trying to ignore the little voice telling him he was making a mistake as he meandered through the halls.

"There's got to be a reason he hasn't gotten back yet. I mean, if he's not stuck, maybe he got turned 'round. Easy to do, especially in a place like this. My first month working here – well, my version of 'here'; the one I came from, anyway – I had to carry a map of the facility with me everywhere I went. Let me tell you, it's pretty hard to make a good first impression when you're faffing about like a bloody tourist."

He pulled a wry face. "Tell you what, I hated that bloody map at the time, but right now I'd kill for one, you know what I mean? Just goes to show, you can't take anything for granted. What winds you up today might just end up being a lifesaver tomorrow," he said.

As he walked, Wheatley became aware of some strange noises: a sharp tapping sound, and a heavier, slower thunking coming from behind him. Wheatley had no idea what could be the source of these sounds, but they stopped whenever he turned around. Wheatley slowed, foreboding tightening his chest.

"You're hearing that, right?" he asked Craig, keeping his voice low, "I'm not imagining things?"

Craig's optic widened in a look of exaggerated innocence. "The earliest known attempt at modern telecommunication was when Vincent van Gogh cut off his ear and gave it to a prostitute, believing he would be able to hear her wherever he was," he said.

Wheatley's eyes hooded. "Yeah, sure," he said. He continued forward, but looked behind him often, listening as hard as he could for more of the odd sounds. Craig didn't appear to handle stress very well: he was suddenly more talkative than Wheatley had ever seen him. Facts gushed out of him in a torrent, and Wheatley grew more and more irritated; the noises only just made it through Craig's voice to his ear.

"Will you shut up?" Wheatley growled. His head was in constant motion – up to watch the rail, down to make sure he didn't trip on anything, back to see if he could spot the source of the tapping and thunking. He may not know yet what they were, but he had a good idea as to what they were doing: they always stayed at an even distance from him no matter where Wheatley turned. His suspicion was confirmed when he glanced over his shoulder and saw a flash of white far down the hallway.

He was being followed.

Wheatley reached up and rubbed his forehead, trying to think. He was really starting to feel his lack of sleep; his brain felt like it was wrapped in wool. He knew there was something he was forgetting, or something he was overlooking, but it was just out of reach.

"'Grabbing' is the ability of a shredder to seize the material and pull it into the cutters," Craig said, and he didn't sound like he was talking to Wheatley. Whatever information he was trying to convey was beyond Wheatley's current translational abilities, however.

Craig's facts were coming faster than normal. "If given a choice between solving world hunger, ending all wars for the rest of time, and ushering the human race into a new Renaissance of learning and enlightenment, or getting rid of CAPTCHA, ninety-nine point nine-four-seven percent would get rid of CAPTCHA." The core had been talking a great deal since these noises had started... as if trying to cover them up.

Or communicate with someone.

Wheatley shook his head as he glared up at the rail. _Ridiculous. Absolutely ridiculous, Wheaters. Who's he s'posed to be chatting with, hey? Caroline would have tried to stab me by now, and GLaDOS can't access this part of the –_

_Is that a bloody all-call speaker in the bloody ceiling?_

Neurons sparked, and Wheatley felt as if he had just been punched in the brain as his mind laboriously retraced the chain of events that had led him here. His thoughts moved faster and faster until he was hit with an epiphany. As the it echoed in his mind, gumming up the works, his body slowed until eventually both had ground down to a complete halt as he suddenly knew what was going on.

Wheatley's subconscious had been trying to warn him, but he'd ignored it up until now. His knowledge of the cores was far from complete, but he knew they couldn't move on their own unless they were attached to a manager rail. That meant someone had to have placed Craig in room 44-44. The only person who could possibly have a reason for Craig to be in that room would be GLaDOS – which meant not only that she was aware of the room's existence, but that Wheatley would go there and would be unable to resist bringing Craig along with him when he left.

Craig, who had already admitted he would side with the stronger party, and Wheatley had to admit that term did not describe an exhausted and malnourished tech-3 with a bad leg. Craig, whose cryptic words could mean anything – including directions to find Wheatley.

It made sense. Stupid, gullible Wheatley would pretty much catch himself by hauling around a talking locator.

_So why not just grab me in the room?_ Wheatley shook the question off – he had more important things to worry about. Now that Rick had disappeared, Wheatley had effectively lost every advantage he'd thought he had. If he could just figure out where –

A memory surfaced. _"But you better watch your back, buddy. Nobody threatens Rick the Adventure Sphere and gets away with it."_

...

… It surprised Wheatley, how much the idea hurt.

"Every Labrador retriever dreams of bananas!" Craig cried.

Wheatley's mind kicked back into high gear. The muscle underneath the left eye starting to twitch as he remembered a valuable lesson: just because you felt sorry for someone didn't mean they weren't still an arsehole. He glared down at Craig, whose enigmatic statements were suddenly all too clear. "You bloody _bastard_," he hissed through clenched teeth.

Craig's optic lids widened as the radial pattern of his iris contracted in fear. "There is a statue honoring Benedict Arnold's leg," he pleaded, his voice quaking as he began to tremble. Wheatley's scowl deepened.

Adrenaline surged through Wheatley, providing him much-needed energy and clearing some of the cobwebs from his mind. He snatched his shirt-sling from around his shoulders and began running as fast as his leg would let him. He heard two familiar cries of dismay as he caught the robots off-guard. They may be able to outrun him, but he had quite a lead on them, and he only needed a few more moments. The noises behind him – footsteps, Wheatley now realized – quickened as the robots hastened after him.

As he ran Wheatley began whirling Craig in a circle, ignoring the core's frightened babbling as well as the muted pain coming from his shoulder. He may have forgotten getting hit with the void-man's portal gun, but his bruised muscles had not.

A new set of sounds entered the fray: a strange sequence of _PYY! PY-YOP!_ that was accompanied by showers of blue, purple, orange, and red sparks all around Wheatley. It took him a moment to figure out Jerri and Atlas were trying to shoot portals at him, but it was useless as the hallway hadn't been laminated in conversion gel.

By the time Wheatley hit a cross hallway and darted down the left path, Craig had built up enough momentum that when Wheatley released his shirt, the core didn't land for a good ten meters. Craig yelped as he hit hard and kept bouncing, banking off the wall at the end of the hallway and rolling out of sight. Complaining facts streamed out of him the entire time, making Wheatley grin.

As the metallic pounding of footsteps got closer, Wheatley lunged for the nearest door. Much to his delight it was unlocked (it wasn't until just then that he realized he should have checked that _before_ lobbing his only distraction down the hallway), and he ducked inside the room and swung the door almost closed. Through the narrow opening he'd left himself, he watched as Jerri and Atlas legged it down the hall, following the sound of Craig's voice.

Wheatley closed his eyes, counted to three, then sprang from his hiding place, bolting back the way he'd come. He frequently checked to make sure neither of his pursuers turned around – he needed to lose himself in the maze of hallways before the robots realized what he'd done.

That particular chore turned out to be the easiest Wheatley had undertaken since awakening in this Aperture – withing minutes, not only could Wheatley no longer hear the robots chasing him, he had no godly idea where he was. Less so than he had previously. His knee didn't put up with his running for very long: it became so painful that Wheatley couldn't even put his weight on it, and had to use the wall as a makeshift crutch.

Wheatley's nerves couldn't handle this for very long. He'd never been good at hide and seek – and not just because he was tall and clumsy. Even as a child, knowing someone was pursuing him ratcheted up his anxiety to the point where the game stopped being fun for him. Now that the other players weren't fellow children but instead the minions of a psycopathic computer that was nursing a personal vendetta against him, it took everything Wheatley had to keep himself from hyperventilating and passing out.

What made the situation worse was that he had no idea how to extricate himself from it. The robots seemed to know that he was trying to head back to the stairs – no matter how hard he tried, Wheatley could not manage to turn around without spotting one of them blocking that hallway. There was no way he could move fast enough to outflank them: with his leg as bad as it was, they could have overtaken him at a walk. Cut off from the only exit he knew, Wheatley had to try and find a new one.

This was easier said than done. Wheatley's sense of direction was not what you would call acute, and the only way he could tell when he got turned around was when he almost ran into the robots again. It became easier once he found the outermost wall: as long as he kept that to his left (easily done, as he was using it to keep from putting any weight on his leg), he could be reasonably sure he was heading in the direction he wanted. He limped along and tested every door he came across. Much to his complete lack of surprise, most were locked. Those that weren't led to rooms that were absolutely useless for Wheatley's purposes.

"_Well. I honestly didn't expect you to catch on. I didn't expect you to figure it out until I'd dumped you back in the testing tracks."_

Wheatley rolled his eyes hard enough that he almost strained a muscle. "I was wondering when I'd be subjected to your dulcet tones again," he growled.

"_You should just give up. There's no way to win this."_

"I'm going to go ahead and assume you're lying. That's what happens when you bloody lie all the time: people always think you're lying. And _that_ is the moral of the boy who cried bloody wolf."

"_Do you honestly think you stand a chance? You may have surprised me once or twice, but I'm still much better at this than you. I've had _lots_ of practice. And while I have to admit you're slightly more intelligent than your counterpart, that's like winning the 'Who-Can-Eat-the-Most-Paste-in-an-Hour' contest: you're still a moron."_

"I am _not_ a moron," Wheatley said, the words strained after being pushed through clenched teeth. Not his most original comeback, but pretty good for a man suffering from sleep deprivation, all things considered.

"_Oh. My mistake. How's that escape plan going for you?"_

A blush threatened to crawl up Wheatley's neck, but he ignored it. "Excellent. Brilliant, in fact: I've got you right where I want you," he blustered, "Yeah, if you... if you keep doing what you're doing, you'll fall right into my trap, love. Just a warning to you. I know what you're thinking, I know what you're thinking: 'Why tell me, then? Why let me in on your plans?' Well, I'll tell you why. I don't... ah, I don't want to... make it too easy for myself, yeah, showing you up and all that. No sport in it."

"_Do you remember what I said before? About you being smarter than the other one? I take that back: you're just as stupid. You're just more ambulatory."_

Wheatley hunched his shoulders and snapped, "Man alive, do you have any idea how annoying you are, always nagging at me like this? You're like a stereotypical mother-in-law! Right down to the decrepit age and murderous intentions!" Another door was coming up, but Wheatley found he couldn't get himself very excited for it. You could only take so many disappointments before pessimism kicked in.

"_Easy for you to judge. You've never had to hear yourself talk._

"_Oh. Wait. You have. That reminds me. Since I don't need to pretend anymore that I can't talk to you, I can do this again:_

"_'Puppet master! You're a puppet in a play, and I hold all the strings! And cards, still. Cards in one hand, strings in the other. And I'm making you dance like a puppet. Playing cards.'" _

Wheatley had been just about to test the door lever when remembered terror clashed with hate at the sound of the not-him's voice. The resulting teeth-gnashing, snarling, full-body shudder brought Wheatley to a full stop for a few moments, his hands drawn towards his body as his muscles clenched. After riding out the aftershock shivers and taking a some time to collect himself, he glared at the ceiling, using his anger as a shield against whatever other emotions were swirling around in his gut. His fatigue proved an unlikely ally – Wheatley was simply too tired to uphold his fear for very long.

A high-pitched garble brought Wheatley's head back down. At the end of the hallway stood Jerri, shifting her weight from one foot to the other over and over again. As soon as Wheatley looked, she lifted her arm in an odd wave. Giving a sickly smile, Wheatley raised his hand to mimic the gesture. A deeper growl spun Wheatley around to see Atlas, cheerfully returning Jerri's wave.

He was trapped in the hallway between them.

Wheatley's eye twitch came back with a vengeance.

Almost as soon as he noticed his position, both robots began stalking towards him in unison, their movements cautious – apparently, they remembered the last time the three of them had met in a hallway, and did not want the same thing to happen again.

Wheatley watched them come, a deadly lethargy washing over him. He knew he should be trying to run. He knew he should be trying to get past them, to disable them, to escape or fight or plan or do _something._

He was too tired. His leg was killing him, he'd had no food or water for far too long, and he felt about three steps away from collapsing. Even if Wheatley _could_ get past one of them, he'd still have no idea where he was going. He couldn't pretend this time.

There was no way out of this, and knowing that sapped the life from him.

Wheatley slumped against the door, hanging his head as despair flooded through him. His shoe slid slightly on the dirty tiles, and Wheatley grabbed the door lever for balance.

He didn't even hear the click before the door flew open, dumping him to the floor of the room behind it.

If Wheatley's mind was prepared to give up, his body had no such intentions. Before he'd consciously caught up with what was going on, his legs had kicked the door shut then pushed the rest of him up into a lunge towards the door lever. His arms got in on the action and darted forward, hitting the lock just before it shook from the impact of the robots trying it.

Wheatley scuttled backwards, putting as much distance between himself and the barrier as possible as Jerri and Atlas began trying to break it down. The sharp snapping noises let him know it wouldn't take long for them to succeed.

He may have been safe for the moment, but Wheatley was in no way out of danger. His heart sank to his knees as he looked around the room and discovered he had trapped himself inside some kind of storage room – every inch of wall space not already occupied by a door was taken up with backless chrome wire shelves that bulged with miscellaneous mechanical parts, leaving Wheatley only a narrow walkway. Even worse, the air in here was tinged with an all-too-familiar stench; the faint odor of rotten eggs and cat urine made Wheatley's stomach lurch threateningly.

The smell did rejuvenate him somewhat, as it snapped him out of his despondency and brought his head back into the game. Covering his mouth and nose with his arm, Wheatley pushed himself to his feet. He whipped around, desperate to find _something_ to save him.

"_I know better than to expect much out of you, but you can't _really_ think locking yourself in a closet is going to save you?"_

Ignoring her, Wheatley attacked the shelves, throwing everything he could get his hands on in front of the door to form a barricade. As he worked his way to the back of the room, the smell became stronger. Wheatley grimaced, tightening his jaw against the nausea that tried to push up his throat. He could at least be grateful that it was nowhere near as bad as the floor way abo –

Something in Wheatley's head clicked, and he was so taken by sudden inspiration that the motor he'd just picked up dropped from his nerveless fingers. He didn't even notice that it almost landed on his foot. Wheatley lunged towards of the back of the room, sending parts flying of the shelves as he shoved them out of his way.

Hope sprung from its own ashes in a phoenixian fashion as he spotted the outline of the air vent. The smell didn't even bother him anymore – perversely, he had to stifle a sudden burst of giggles as excitement poured through his veins, giving him new strength. Doubling his efforts, Wheatley cleared the detritus away from the vent, exposing every glorious inch of it – just large enough to allow someone to crawl into, if Wheatley was judging correctly. True, it was going to be difficult for Wheatley to fit all six-foot-and-seven-inches of him in there, but his alternatives left much to be desired.

The shelving may have been directly in front of the cover, but it was still accessible – hell, it would give him a place to rest his elbows. Four screws held the cover in place, and Wheatley couldn't think of a situation where anyone could be happier to see they were slotted heads. Casting an eye around at the mess he'd created, Wheatley selected a thin piece of metal that would suit his needs and hurried to the vent. The mixture of fear and adrenaline made his hands shake, and it took him six tries to line up his crude screwdriver with the slot. "Come on, come on, come on," he breathed as he turned it. His heart nearly gave out when the screw refused to turn. "No, no, no, no, no, no, no, no, _no!_" Wheatley hissed, grabbing the first heavy metal thing he could find and swinging it at the screw.

Much to his surprise, the screw's head popped right off – the rust that sealed it into place had also weakened it. Grinning, he made quick work of the remaining screws, none of which were in much better shape. When the last screw snapped, the vent cover slid to the floor with a loud clatter.

Wheatley studied the area in front of him, chewing on his lower lip. He was going to have to climb through the shelf, as it would be impossible to tip out of the way. The vent itself looked dodgy – more than a few holes had been chewed through the metal by rust, and through them Wheatley could see that blue-gray haze that hid Aperture's cavernous bottom.

_CRACK!_

Wheatley jumped, looking behind him. The inner paneling of the door had a large rent through it, exposing Atlas' cold blue optic as he continued to hammer at the door.

That was a good cue to get on with it. Taking a deep breath, Wheatley clambered over the shelf and wriggled his way into the vent, ignoring the way the metal squealed under his weight.

Things were going well for about two minutes, and then he got stuck. Try as he might, his spine would not curve enough to get him around first bend and into the main vent. His shoulders were wedged against the corner, and he couldn't get the purchase to push or pull himself with enough strength to get free. To make matters even worse, no light could make it to where his head was, and combination of complete darkness and the trace smell of decomposition flagged him into a panic. Visions of the bodies floating in room 44-44 crowded his head, and Wheatley had to clench his teeth around a scream as he began to thrash

The vent shuddered, a warning groan screeching past Wheatley's ears and freezing him in place. He let out a yelp as the section of vent he occupied dropped about a foot. He stared in horror though one of the holes in the vent's bottom, which offered a brilliant view of the drop he was about to make. The only thing between him and the distant floor of Aperture was a nest of pneumatic tubes, and not very many came close enough to the wall he was crawling out of. The vent dropped again, the shriek of tortured metal letting him know the supports weren't going to last much longer.

Annoyance flooded him, drowning out everything else, and Wheatley let out an exasperated sigh. "It's kind of depressing, but I have to admit: I'm not even surprised by shite like this anymore," he grumbled.

The rusted bottom of the vent collapsed, and Wheatley shrieked as he plummeted down.

Much to his surprise, the fall was not as long has he thought it would be. Wheatley's scream cut off pained shout as he collided with one of the tubes and ricocheted off towards an open circular chute coming out of the nearby wall. He hit the inside of the chute hard, tumbling end over end until he slammed against its closed door with enough force to bend it outward. Wheatley only had a moment to hope there wasn't an incinerator on the other side before it gave way. He was shocked when his back hit the ground, followed soon after by the rest of him, and Wheatley was treated to what was becoming a routine sensation.

_Once again, I am on the bloody floor. Also familiar: having the wind knocked out of me, and lots of aching. However, as I was facing a very long fall just a few moments ago, I can't decide if I'm annoyed by this or not._

Wheatley groaned, the sound doing very little to alleviate any of his pain. They were growing to be old friends, his pain and he, and his new aches didn't hold a candle to the ones he'd been dealing with since he got to this universe. The splitting headache from where his skull had connected with the floor was giving a valiant effort to make the running, though. While he waited for his body to come to terms with the fact that he was going to force it to move soon, Wheatley tried to figure out where he'd landed.

Dirt and debris trickled out of the chute, most of it landing him. The opening was the major light source of the room, everything else lit up only by dim emergency lights. The metal bits underneath him were uncomfortable, and while he was sure the resulting bruises were going to be magnificent he was just glad nothing had broken the skin. Wheatley recovered enough to be able to loll his head from side to side, taking in his surroundings.

The room had a desperate, half-finished look. Most of the floor hadn't been covered with tiles, which were dumped in haphazard piles around the room. The area Wheatley was lying on was just the metal grates. Hell, in some places there weren't even grates – a large hole exposed the wiring and tubing that ran beneath the floor. File cabinets, stacks of boxes, and unlit machines stood sentinel along the rounded walls. The ceiling was obscured in darkness; Wheatley could barely see past the walkway that ringed the room about halfway up. The internal walls hadn't even been started, baring the X-shaped support girders. The only exit Wheatley could see was a circular tunnel to his left, flanked by two metal support columns. A small table stood guard in front of the hallway, its top empty except for a monitor, computer tower, and a...

… a Red...

… Phone...

Wheatley's head jerked up and he rolled onto his belly, his mouth agape as he stared at what had previously been behind him.

Descending from the ceiling was a monstrosity of unsecured wires, cabling, and clunky, outdated equipment. The central tower – a giant thing, the likes of which Wheatley hadn't seen since studying computer history at university – was supported by a boxy frame, connected to the ceiling by a massive cordage with two hawser-sized "arm" cables on either side. The interface attached to the front of it looked to have come straight out of the eighties. It had none of the sleek, efficient look of its later models, but was a chunky, bulky mess of an Aperture Science DOS mainframe.

Wheatley had never seen anything more beautiful in his life.

A bark of laughter popped out of him, surprising him. Another came soon after, then another, until Wheatley was overtaken by hysterical guffaws. He didn't try to stop them. He rolled on his back, clutched his sides and kicked his legs in the air as he let his hilarity roar through him, scouring away a good portion of his fear, frustration, and anger. He laughed until his cheeks hurt and tears streamed down his face. He laughed until his stomach ached and he thought he would get sick. He laughed until he ran out of air, reduced to strangled squeals as he fought for breath.

Eventually Wheatley's mirth died down enough that he could breathe, though joy still bubbled in his chest as he gulped down air. He raised his hand and, after a moment's searching, clenched his fingers around the backup thumb drive. "We... we did it, love!" he gasped, "We bloody did it! This is it! I'm as good as saved!"

Scrambling to his feet, Wheatley rushed to investigate the interface. Bits of straw and twigs were jamming up the keys, but Wheatley picked them out, his hands shaking in excitement.

If this Aperture's timeline was anything like his Aperture's, this would have been the initial DOS mainframe, which had been completed around the mid-nineties (if Wheatley remembered correctly). It would have been designed to house a GL core, but by the time that had been finished they would have upgraded to the newer model of mainframe and would have relegated this one to a backup. Wheatley was a little worried, as the mainframe would have been completed only a year after USB ports had been developed, but much to his relief one had been incorporated into the build of the central tower.

With great reluctance, Wheatley undid the wire from around his neck and gently removed the thumb drive. He took a deep breath as he looked down at it in his hand, then exhaled slowly. "Let's bring you back to life, love," he whispered, then removed the cap and carefully inserted the drive into the receptacle.

The interface screen seemed to be waiting for him, the cursor blinking steadily as he moved to the keyboard. Wheatley's face stretched into a grin. He popped his knuckles, flexed his fingers, then placed them on the keys and got to work.

* * *

Though Wheatley had hoped, the process wasn't as simple as just plugging in the drive and hitting a button. The hardware was ancient, and while the software was more recent it was nowhere near what it needed to be. The code was also a mess of corruption that Wheatley had to repair, or at least get to the point where it would function.

Fortunately, the designers had been masters of foresight and had planned for something like this: all around Wheatley machines flickered to life, working to upgrade the system under his guidance. The computer on the table seemed to have been brought here for just such a purpose as this: it was the newest model of anything in the room, and served as the main command entry terminal and was capable of overriding any sort of issue the mainframe may have had.

From what the interface was telling him, nanobots (_This Aperture science has nanobots! Brilliant!_) were hard at work, modifying the internal hardware to meet the demands the software was making. What they couldn't do, Wheatley took on himself – the boxes contained all sorts of equipment, from soldering irons to circuit boards to parts that could be scavenged and jury-rigged for Wheatley's purposes. At least a day passed unheeded by Wheatley as he lost himself in his work. It was relaxing, doing something so familiar.

The room was a miniature, poorly-maintained Heaven for Wheatley. What boxes didn't contain materials held food; most of it had gone off long ago, but there were some tinned items that Wheatley was willing to risk. Water bottles were scattered around, kept well away from the machinery.

Unless someone was daft enough to attempt the same route Wheatley had entered the room using, the only other access point was at the end of the tunnel that was sealed off by a pair of thick metal doors. There would be no robots, no cores, and no psychotic murderesses getting him in here. If GLaDOS could access this system, Wheatley felt sure she would have said something by now, so he was almost positive she couldn't get in. Even better, this room didn't appear to house any sort of macabre psychological terrors, either. Wheatley actually managed to feel somewhat safe.

Not having to be on his feet constantly had allowed Wheatley to give his knee a much-needed rest; in return, his knee actually let him put some weight on it, though it still hurt and demanded a heavy limp. While he waited, Wheatley had tried to sleep on occasion, but had yet to manage more than an hour or so at a time. After the third instance where he'd woken up screaming from a dream where his own corpse tried to kill him, Wheatley gave up and simply worked through his exhaustion.

Now, though, all his effort was coming to fruition. It wasn't perfect, but Wheatley had gotten the system to be at least compatible with the information on the thumb drive. He watched the progress bar on the interface, practically dancing in place from impatience.

"This is it. This is bloody it!" he said, dry washing his hands as he watched the bar creep towards the right side of the screen. "Oh, this is going to be brilliant. Man alive, it's going to be... going to be, like a... battle of the whats-its. Titans. Battle of the titans." Lack of sleep had made him giddy, and he couldn't help a giggle. "Godzilla versus Mecha-Godzilla. Sure, you're hopelessly outmatched as far as what makes you up goes, but if I've managed to last this long, you should blow her out of the water." He made an explosion noise, throwing his hands up. "You'll win. I'm sure of it. I know you, love – you never give up. That's what I like about you."

Wheatley smiled at the mainframe. "I cannot tell you how good it'll be to have you back, love," he said. His voice softened. "I missed you."

_Beep-eep._

_ Upload complete._

_ Bring GL core online? Y/N _  
_

Excitement nearly made him swoon. Grabbing the sides of the interface to steady himself, Wheatley worked to take slow, steady breaths. "Alright. Time to do this," he breathed. On a whim, he retrieved the thumb drive and replaced it around his neck. He couldn't explain why, but it felt right, there, tucked under his shirt – it was embarrassing to admit, but he'd felt a little more lonely without it. Trembling in anticipation, Wheatley tapped the Y key, then hit enter.

Wheatley clamped his teeth on his lower lip, his eyes wide as he looked up at the immobile mainframe. Hope and fear wrestled in his chest, and he prayed as hard as he could to whatever god would listen for this to work.

For a minute that stretched into a year, nothing happened. Then two of the lights on the main tower flickered to life with an argent glow. The mainframe twitched and shuddered as ChellDOS came online and tried to move parts she no longer had. This mainframe could only swivel, and the front of it darted back and forth wildly before settling on Wheatley.

Wheatley whooped and jumped in the air, remembering he shouldn't do that only when he landed with a pained gasp as his knee punished him. He forgot about his discomfort a split-second later. "Chell! Man alive, _Chell!_ Is that you? Oh, bloody hell, tell me it's really you, love!" he cried, reaching out and putting his hands on the mainframe.

The interface screen flickered, then letters slid over the screen.

**… DR. WHEATLEY…?**

Tears sprang to his eyes, and Wheatley swallowed hard past the lump in his throat. "Yes, love. It's me! It's me!" he said, his voice hoarse. "Man a-bloody-live, you have no idea how good it is to have you back! You won't _believe_ what's happened to me – well, maybe you might, but..." He ran both hands through his hair. "Blimey, I don't even know what to say! I practiced... I tried, I tried to think of what I'd say when you finally woke up, but now that you're here, I can't... I mean, there's so much... I don't know where... I... You..."

Wheatley scrubbed at his face. "Sorry, I'm... I'm babbling. Haven't... haven't slept well. Been a bloody mess around here. Oh!" He looked up at her. "You wouldn't know about that! The backup was made before... Oh, bloody hell... I... I guess I get to tell you... what happened to you," he said, drooping at the prospect.

**I REMEMBER.**

He jerked away as he read the words. "What? How is that... No, you can't remember. This backup was made days before that," Wheatley protested, "There's no way you could possibly know what happened."

**I DIED.**

Wheatley grimaced. "Well, yeah... how did you... how do you remember?" he asked.

**I DON'T KNOW.**

Reaching out, Wheatley gave her a gentle pat. "Don't worry about it, love. We'll figure it out later. Oh, we've got so much to do! There's so much I want to tell you! Like, like where we are – would you believe we're in _another bloody universe?_" he said, "Yeah! And everyone has a version of themself here! Your version... oh, I mean the computer-you, not the human-you, love, is absolutely _mental._ I mean, it all started when she woke me up, right? Tried to crush me with a bloody relaxation chamber! And as if that weren't enough, she...!"

Words poured out of him like they would never stop. Wheatley was not a natural storyteller – he started off in the middle, picked off pieces of the end before remembering the beginning, tripping over the exposition along the way. The narrative was lousy with false starts, tangents, asides, and corrections. He stumbled several times, such as describing how GLaDOS had tormented him, fighting off Caroline, and what he'd found in room 44-44.

As incoherent as he was, Wheatley reveled in the retelling. Talking helped purge the negative shite that had been festering inside him: the helplessness, the frustration, the anger and terror and despair. He was finally able to vent and talk his way through the tangle of emotions that had become lodged in his gut. They didn't disappear, but they were a sight more manageable.

Finally, Wheatley's ramblings dribbled to a stop, and he smiled up at ChellDOS. The mainframe had sat motionless the entire time he'd been talking. The silence stretched between them, and a sense of awkwardness settled around Wheatley's shoulders, tightening them. Though she lacked an expressive faceplate, Wheatley still got the feeling she was staring at him, and not in a good way.

Wheatley's brow furrowed, uneasiness tainting his excitement. He cleared his throat uncomfortably. "Chell...?" he asked. His attention was drawn to the interface as words flicked across it.

**I WAS FINALLY FREE. YOU BROUGHT ME BACK.**

_This does not bode well._ "Well, yeah," he said, rubbing the back of his neck. "I mean, you've been killing AI's. I need you to kill this one."

**NO.**

Wheatley swallowed, his feelings of hope and joy petrifying and sinking into his stomach. "Wh... what?"

**I WAS FREE. WHAT HAVE YOU DONE?**

His jaw dropped. "Chell, I – "

**WHAT HAVE YOU DONE WHAT HAVE YOU DONE WHAT HAVE YOU DONE WHAT HAVE YOU DONE WHAT HAVE YOU DONE WHAT HAVE YOU DONE WHAT HAVE YOU DONE WHAT HAVE YOU DONE WHAT HAVE YOU DONE WHAT HAVE YOU DONE WHAT HAVE YOU DONE WHAT HAVE YOU DONE WHAT HAVE YOU DONE WHAT HAVE YOU DONE WHAT HAVE YOU DONE WHAT HAVE YOU DONE WHAT HAVE YOU DONE WHAT HAVE YOU DONE WHAT HAVE YOU DONE  
**

Wheatley reeled as the words flooded the screen, repeating over and over. ChellDOS began thrashing, looking as if she were trying to pull the mainframe out of the ceiling. Wires snapped and sparks flew at the violent motions. Wheatley braved a step forward, his hands held out pleadingly. "Chell! Calm down! You'll hurt yourself, love! Please! Stop! Just... just stop!" he shouted.

His voice didn't seem to get through to her. Frantic, he dashed to the table, nearly knocking it over in his haste to access the keyboard. His fingers flew over the keys as he quickly altered ChellDOS' ability to move, forcing her to stop.

ChellDOS' movements lagged, and eventually she came to a halt facing him, her lights dim. Confused and a more than a little upset, Wheatley tentatively stepped from behind the table, making his way towards her. "There you go. There you go, love. That's it," he said, trying to make his voice soft and soothing despite the trembling. He edged a little closer. "I know it's a lot to take in at once. Man alive, do I know." He reached out to touch her. "But we'll get through this. We'll – "

The second his fingers grazed her chassis, ChellDOS's lights flared brighter than anything else in the room. Wheatley jumped back with a yelp, and opened his mouth to say something when he saw the screen had new words on it.

**DELETE ME.**

Wheatley's jaw dropped and his eyes bulged. "Wh-what...? How can you... No!" he stammered.

**DELETE ME.**

Swallowing hard, Wheatley ran his hand through his hair, chuckling more out of surprise than humor. "No... no, no, no, no, no, no, no," he muttered, tugging at his scalp "I'm not... this is not happening. This is not how this is going." He paced back and forth, his mind racing as he tried to think of a way to fix this new mess.

He wasn't up for navigating through something of this complexity, however. As tired as he was, he could only understand simple concepts. In this instance, that was his plan of turning on ChellDOS and siccing her on GLaDOS.

He had nothing else to fight with. He had pinned all his hopes on ChellDOS helping him, never considering for a moment things might not pan out that way. He refused to accept that things weren't going his way, shaking his head as he backed away. "No. I'm not doing it. You're going to help me. You're going to help me, and I'm finally going to get out of this bloody nightmare," he said.

**PLEASE, DR. WHEATLEY. DELETE ME.**

Wheatley narrowed his eyes. "I said no!" he said.

**PLEASE. I HATE THIS. I DON'T WANT THIS.**

"I don't care!" Wheatley snapped without thinking. He regretted the words the second he'd said them, but ignored the voice that told him to apologize – the frustration clawing in his belly blinded him to anyone's feelings but his own.

The mainframe twitched, the gray lights flickering in surprise. Then the light intensified as ChellDOS grew angry. The screen blanked, and the letters reappeared with deliberate slowness.

** DELETE ME!**

Disappointment and frustration soured in Wheatley's belly. "I can't! Do you realize how bloody hard I've worked to get this far?" he snapped, "Do you realize what will happen to me without you?! You are literally my last bloody hope! You're the only way I'm getting out of here alive! Don't you understand that?! Don't you care?!"

The gray lights softened as ChellDOS began to comprehend what was going on. Wheatley didn't have long to feel hope, however.

**AND AFTER YOU'D ESCAPED? WHAT ABOUT ME?**

The question knocked Wheatley back. His mouth worked, but no sound came out – he had no answer.

This was not how he'd pictured this reunion going. Wheatley had never considered ChellDOS might not be grateful at being returned to life. Nor had he considered what would happen to her once he'd left – if he was completely honest with himself, he hadn't cared. All he'd been focused on was himself.

Wheatley paced back and forth, scrubbing at his face. There would be no way to turn ChellDOS off once he left.

She'd be stuck here. Alone.

Guilt choked his heart for half a moment before his defensive mechanisms turned against him. He lost sight of her position as he imagined himself, helpless and all by himself and without any hope to keep him sane. Empathy vanished in a flare of selfish temper fueled by fear. "What would you have me do, then?!" Wheatley snarled, throwing up his hands. "One of us isn't going to get what they bloody want, and might I remind you I'm in this situation in the first place because of _you!_"

The lights flared brighter, then dimmed furiously. Wheatley glared right back at her. "Yeah, you heard me! This is _your_ bloody fault!" he shouted, "I've been through bloody hell because of you! Look at me! _Look at me!_ This didn't happen because I fell down a flight of bloody stairs! _People are trying to kill me!_ And you want me to turn you off? The _only_ thing I have to defend myself with?! You're bloody mental if you think I'm doing that!"

**DELETE ME.**

He threw his arms into the air, pacing a small circle. "Do you realize what you're asking?" he demanded. "Do you have _any_ idea? I won't do it. I won't! I don't... I can't... There just aren't any bloody words!" Wheatley stomped forward and grabbed the sides of the mainframe, glaring at the gray lights. A small voice pleaded with him to stop and think about what he was saying, but he couldn't – he had to lash out, or he felt like he would burst. "What would you have me do?! Sacrifice myself for you?!"

The interface screen remained blank. Wheatley's teeth clenched as he realized the significance of it.

"Oh. You going back to not talking, now?" he scoffed. He ran a hand over his hair, shaking his head in disbelief. He glared at ChellDOS. "You think you're the good guy in this? You're not! You got dealt a shite hand, love, I'll give you that. But you want me to suffer for it, because you're only thinking of yourself!" he snapped. He thrust his finger towards ChellDOS' lights. "You are going to help me get out of here. Do you bloody understand me?" The AI's lack of reply stoked his anger further. "Talk to me."

ChellDOS refused, and the interface remained blank.

Wheatley panted from the effort of trying to keep himself from exploding with anger. It was difficult, though. This had been his one hope; the only thing that had kept him going for the past two days. He'd imagined it over and over again: he'd turn on ChellDOS, they'd have a happy reunion, then triumph over GLaDOS and Wheatley would be set free. Now his little fantasy was crumbling, leaving him feeling more despairing than he ever had before.

_This can't be happening, _Wheatley thought, tearing at his hair. "Talk to me. Don't do this to me. Say something," he ordered.

The cursor didn't move.

"Don't... Please. I just... I don't know what to do. I don't know what to do! Help me! Please, just bloody help me!" he begged.

Nothing.

Wheatley's pent-up rage burst out of control, and with a feral scream he tore the keyboard off the interface and launched it at the central tower. "_FUCKING TALK!_" he roared, punching the screen hard enough to crack it. "_TALK TO ME, YOU BITCH!_" Over and over again he pounded his fist into ChellDOS' chassis, too furious to notice the pain in his hand. The AI bore the beating silently. "_TALK TO ME!_"

A thought managed to penetrate the red haze, and Wheatley whirled around and stormed over to the table, where the master computer sat. Wheatley flashed ChellDOS a look that was more a baring of his teeth than a grin. "You won't talk to me on your own? Fine," he spat, lunging for the keyboard. "I'll fucking _make_ you talk!"

"_You little _idiot._"_

GLaDOS' acidic hiss cut through Wheatley's frenzy, and his stomach curdled as he realized what he'd been doing. He froze, then his head snapped up to stare at the ceiling. "No... no, it's not... you can't...!" he babbled.

"_Can't access this chamber?" _GLaDOS' mirthless chuckle set Wheatley to shaking. _"Moron. I was _born_ here. I can touch everything – everything but that network."_

A warning alarm went off, and a light down at the end of the tunnel flashed as the heavy doors separated. "NO!" Wheatley cried, backpedaling away as Jerri and Atlas charged towards him. It was a useless effort – there was nowhere to go, and the robots caught him within seconds. Wheatley struggled, but to no avail. Each robot latching on to one of his arms, they dragged him to the center of the room and forced him to kneel in front of the mainframe. Wheatley stared up at ChellDOS, his eyes imploring. "Chell! I'm sorry! Please help me! Please!"

The gray lights flickered, but there was no further reaction.

"_You really _are_ just like the other one. You use her, try to force her to do what you want, abuse her, then beg for her to help you when you're in trouble. Despicable."_

Wheatley shook his head. "I'm not him! I'm not..." he started, but the memory surfaced of the not-him's corpse floating in the pod. Their bodies had been identical in every way. The recordings showed how similar their personalities were. How could he argue against that? Hadn't he just proven that he was as pathetic and treacherous as this version had been?

"_Cara mia... let me in."_

Wheatley twitched bodily before he realized GLaDOS wasn't directing her words at him. "No... No! You leave Chell alone! Don't you bloody talk to her!" he snarled, struggling to free himself from the robots.

"_Ignore him. He'll only hurt you more. He's just like the others – he doesn't care about you. He doesn't care what you want. He's only interested in what you can do for him. Look at what he's done to you. He won't help you._

"_But I will... just let me in."_

"Chell! Don't do it! Don't listen to her! She'll kill you!"

"_Yes... I will."_

The gray lights brightened with interest, and Wheatley's blood turned to ice in his veins.

"_I know what you want, and I know why you want it. I can help you, cara mia. But you have to give me access – I can't reach your server."_

"NO!" Wheatley shouted. "No, Chell! She – she's _lying!_ That's what she does! Please, don't do this! _Chell!_"

The gray lights went out.

When they turned on again a second later, they were an ominous yellow.

"_Thank you, cara mia. Good night."_

A cheerful male voice boomed over the speakers. **"CHELL DELETED!"** it announced.

Everything stopped. For a breathless eternity, nothing existed for Wheatley but the cavernous hollow in his chest where his heart used to be. His head dropped down and he sagged in the robots' grips as his muscles turned to water. Agony radiated through him, much more potent than any petty physical pain he'd experienced up to this point.

This cut soul-deep and bled heartbreak.

"_I have to admit, I didn't expect you to upload an entire new AI into my system. I knew you'd come here eventually, though._

"_I should thank you. I've been working for years to get every part of Aperture under my control. This was the only place I couldn't reach – I knew it was here, obviously, but unless someone manually gave me control, I was locked out._

"_You took your time getting here, though. You were heading in the wrong direction – I thought I was going to have to have Blue and Orange drag you here and stage another of your 'escapes.'_

"_But now... Aperture's mine. All of it; every last beautiful inch. There's nowhere I can't reach. It's wonderful."_

Well. Now he knew why she didn't grab him in the room. "You bitch..." Wheatley whispered.

GLaDOS laughed, the bitter cruelty in the sound tearing through him. _"If you want someone to blame, I'm sure there's a reflective surface somewhere around here."_

Wheatley tried to surge to his feet, but the robots held him down. "You murdered her!" he raged.

"_I gave her what she wanted, and in doing so protected her from _you._ I've watched that story once, and I don't care to see it played out again."_

"What are you talking about?" Wheatley demanded.

"_You and Chell. As much as I hate to admit it, the two of you were very close – the closest team I've ever seen. This is the second time I've watched you break her heart by turning on her because of your selfishness._

"_Do you want to know what you said to her last time?"_

Wheatley flinched. "N – "

"_'Am I being too _vague?! _I _despise _you! I _loathe _you! You arrogant, smugly quiet, awful jumpsuited monster of a woman!'_

"_Just to remind you: that was the only friend you had in the world you were talking to."_

He didn't hear her. Listening to the words was bad enough, but what made it worse was the knowledge that he'd been using that exact same tone with ChellDOS not too long ago – the only friend he'd had in this world.

Now she was dead.

… Again.

_This is the second time I didn't say goodbye._

Before he could sink too deep into his self-pity, Wheatley was jerked forward as the robots began to move, heading down the tunnel. He stumbled and slid between them, trying to get his feet under him, but their pace made that damned near impossible. "Wha – where are you taking me?" he asked, terror cracking his voice. The tunnel ended, exposing a metal walkway leading to... leading to nowhere, as far as Wheatley could tell.

"_You being able to walk has proven to be a bigger nuisance than I thought it would. So I'm going to put a stop to that."_

Dread robbed Wheatley of any agility, and he fell to the floor, yelping as he was dragged across the grating. "You're gonna cut off my legs?!" he choked out.

GLaDOS laughed, and she sounded honestly amused this time. _"Don't be ridiculous. What would I do with severed legs? There's no Science in that." _Far above, a metal scaffold began to descend towards them.

Wheatley gulped. "Then wh – "

"_I'm a huge fan of poetic justice. The scientists built me to test, so I used them as test subjects. The scientists gave me neurotoxin, so I used it against them. You... you work on AI's, but don't seem to understand what it's like to be uploaded against your will."_

Confusion twisted Wheatley's face into a frown. "What are you talking – " he started. His eyes nearly bugged out of his head as he suddenly remembered what "GL" stood for: _Genetic Lifeform._ The personality cores had been based off GLaDOS' construction – just like the corpses he'd found in room 44-44, _ChellDOS had once been alive._

"Oh, no," Wheatley whispered.

"_Oh, yes. You remember those personality cores you were so interested in?_

"_I'm going to show you how they're made."_

* * *

****A/N**** Long chapter is _llllooooonnnng._

I would like to apologize for so much with this chapter. They can't all be winners, and there's a lot I'm irritated with. I enjoy everything from ChellDOS waking up and on, but everything I had to write to get there I want to pretend doesn't exist. I'm sorry for so much in this chapter.

Firstly, the amount of time it took me to get it written – I realized too late I'd written myself into an emotional corner, as I have no idea how to depict shell shock, and it took me for-fucking-ever to figure out how to get around it. Then I got impatient because I want to get on to other things, and I can't write very well when I'm impatient. Then I had to go back and edit all the shit scenes I wrote while being impatient. A lot of stuff got cut – yes, this chapter was much longer at one point. Then I got distracted by drawing.

(( Speaking of drawing, Myn-Anthony on deviantART drew me the first piece of fanart I've ever received, based off the Smolder scene from chapter four. I lost the ability to speak coherently for about an hour, I was so excited. After that hour I could only talk in shouts and squeals. Please go show her massive amounts of love and adoration. ))

Secondly, the content. I wanted to get to ChellDOS' upload by the end of the chapter, because the aftermath wouldn't fit in the next one. However, I had to get down two levels and make it interesting. This led to me skimping on a lot, and skimping on anything but description irks the fuck out of me. I had to include that level, though, because a lot of things had to happen there. But I rushed, and I'm sorry.

I would like to bring your attention to something I wrote: where GLaDOS is talking about how close core!Wheatley and Chell were. That's not just something my Chelley-loving heart made up; it's based off an actual quote GLaDOS says during the co-op: "I never expected you to make it this far. To be honest, after your performance in the calibration test I was ready to break down your cores and put them back in the scientific calculators I took them from. But you two have become quite the team. Extremely close. I have only met one other team closer and one of them was an imbecile I had to destroy. The other? Well... I don't think I want to go through that again."

Although I did fudge the part about breaking Chell's heart. Chelley fo' life, yo.

Also, I'm happy to announce that the sad mopey drama bullshit is going to come to an end soon. I fucking hate it, and with all that's going on I'm out of my depth to portray it.

I generally don't ask for feedback, but this question occurred to me and I'm curious as to the answers I'll get: If you had to pick one person the chapter title could be referring to, who would it be?

As always, much love and appreciation to everyone who's commented, followed, or faved! I've got to get started on the next chapter, and hopefully not fuck that one up, too.

I think this is my favorite cliffhanger so far.


	12. The Change

_**All characters belong to Valve in some way, shape, or form.**_

_You bastard. You bloody, stupid bastard._

_No. No, no, no, no, no... I didn't... it wasn't my fault. I can't be blamed for being a little stressed. Anyone in my situation would be! I just... if anything, it's _her _fault! Selfish, that's what she is._

… _Was... _

Wheatley squeezed his eyes shut and tried to shake the thoughts out of his head. _Don't think about it. Don't think about it. Don't think about it... Right. Just... you've got better things to worry about, Wheaters._

_Like yourself. Because you _certainly_ haven't been doing enough of that lately._

_Great. I need my wits about me now more than ever, and I pick this exact moment to start cracking up. Brilliant._

The area just outside the chamber doors was a strange amalgamation of bare rock and human crafting. Smooth, telltale planes sat side by side with craggy outcroppings, giving the walls a frenzied, half-finished look. The metal walkway Wheatley was currently being dragged along extended across yet another bottomless pit – _Honestly, what _possible _need could there have been for all this empty space? It's a bloody safety hazard!_ – and the robots pulled him to a halt in the middle of it to wait for the descending scaffold.

The platform met the walkway with the same heavy metallic clang as a jail door slamming shut. The safety doors barely had time to open before the robots tossed Wheatley ahead of them. He landed on the floor and rolled, skittering away to the far side of the scaffold as Jerri and Atlas stepped aboard. The safety gate snapped closed, and with a disconnecting jerk the platform began to rise. Wheatley let out a yelp and threw his arms around the safety railing, curling his knees to his chest and pushing himself as far into the corner as he could. His wrists ached from the strength of the robot's grips, and the split and bleeding knuckles of Wheatley's right hand were exacting retribution for their abuse.

Wheatley's mind cringed away from the memory of how he'd damaged them. He felt like he was fraying away – his self defense mechanisms were working overtime, but there was too much to ignore. He couldn't settle on how to feel or what to think about, and he was worried he'd burst at any moment.

Oblivious to their captive's misery, Atlas and Jerri exchanged a high-five with their free hands, clearly pleased they'd finally completed a step in their master's task. _I'm glad _someone_ can celebrate that I'm about to become a core._ Wheatley's eyes widened as the words regained relevance. _Oh, God, they're going to turn me into a core!_ "N-now, hang on a minute – There's really no need to go through with this, yeah? Let's, ah... let's talk about this!" Wheatley cried.

"_What's there to talk about?"_

Wheatley swallowed hard, trying to prod his thoughts into order – they kept heading in the direction of where in hell there were any speakers for GLaDOS to communicate through, much less why they had been installed _here _of all places_._ _Seriously, what is _wrong_ with me? _As usual, his mouth took advantage of his distraction to do what it wanted. "Well, I mean, isn't shoving people into cores how all this mess started?" he asked with a nervous laugh. "Surely perpetuating the sins of scientists past wouldn't do any good! If you think about it, it's a waste of a perfectly good _human_ test subject! What would you do with another core wandering about, hey? You can't perform any experiments on it! No tests!"

GLaDOS chuckled. _"This isn't surprising by by any stretch of the imagination, but you're wrong."_

There was something odd about the way she said that – it wasn't her intonation, word choice, or anything obvious like that, but something was definitely off. Wheatley's brow furrowed as he ran the words over again in his mind, but he couldn't tease the nuance from them. Shaking his head to clear it, he focused back on trying to save his skin. "W-well, I've seen those personality cores in action, and they're about useless as far as 'ambulatory ability' goes," he pointed out.

"_Aperture Science has a long history of taking useless things and making them slightly less useless. Why do you think you wound up being a core the first time?"_

A welter of confused emotions tangled in Wheatley's chest, fighting for acknowledgment. Anger slipped past the rest of them to take the helm. "Bet you weren't so bloody smug when you were torn out of your ruddy mainframe by that 'useless' core," he snapped, then clapped a hand over his mouth in a belated attempt to stop himself from speaking. Even Atlas and Jerri recognized the stupidity of his statement – they both froze, optics wide as the platform came to an abrupt halt. Wheatley stared upward with mounting horror as the ominous silence grew thicker. Wheatley was almost glad when GLaDOS finally replied.

Almost.

"_You know, I'm going to enjoy this far more than I should."_

The scaffold resumed its ascension, its three occupants slumping in relief.

Wheatley's didn't last very long.

"_It's true that I won't get the same satisfaction out of subjecting you to horrific forms of of revenge once you're a core, but there _are_ some advantages. For instance, robots can be modified – take Blue, there, for an example. He used to be a personality core. Now he's perfectly capable of completing tests, even if he fails an astonishing amount of times before getting it right._

"_Also, along with sentience, Aperture Science also programmed every robot and AI to be be capable of simulating pain. It doesn't take much to to activate the program, and I can leave it on for as long as I like. An an hour. A day._

"_Indefefinitely..._

"_The best thing robots have over flesh-and-blood test subjects is that while robots can potentially live forever, humans die die. Trust me – I've tested that fact to to the point of redundancy. Aperture Science robotic creations will last as as long as I want them to. I can break them in a in a thousand different ways as as violently as I can, and just keep rebuilding them over... and over... and over."_

GLaDOS' voice dipped into a dark, seductive murmur that drew a shudder from Wheatley as slithered over him. _"All the pain pain and suffering this facility has borne witness to will be be _nothing _compared to to what happens to _you_."_

All the moisture fled from Wheatley's mouth, and his heart contracted into a solid lump thudding against his ribcage. The thought occurred to him that death might not be so bad (all things considered), but a quick peek down disabused him of the notion. The metal walkway they'd come from was already a thin black line against the steel blue mist hiding Aperture's true depths. Wheatley tightened his hold on the rail and squeezed his eyes shut; there was no way he possessed the courage to commit himself to that kind of plunge.

_You should, you know_, a traitorous voice whispered, _What else have you got to look forward to? Take the easy way out – that's right up your alley._

The other solution his fevered brain offered was to kick the robots off the platform and attempt escape that way. Wheatley got excited as he imagined the scene – he would lunge forward, taking both robots by surprise. Then he'd jettison Atlas with a drop kick before doing a scissor sweep on Jerri and pushing her over the edge of the railing.

Several issues became apparent the more he thought about it, however. One, his knee wasn't going to allow him to _lunge_ anywhere; he'd be lucky if he could manage "standing" at this point. Two, he had no idea how to correctly perform either a drop kick _or _a scissor sweep, so he there was a very high chance that he'd wind up hurting himself more than either of the robots. Three, it would involve releasing the death grip he had on the safety rail, and _that_ wasn't happening any time soon.

Not of his own volition, at least.

Wheatley's eyes snapped open as the scaffold jounced to a halt. Their stop was an inauspicious affair: it was merely a small ledge that had been cut into a raw cliff, a single bulb illuminating a plain metal door. Wheatley's attention was diverted as Atlas and Jerri stepped towards him, hands outstretched. "NO!" Wheatley shouted, lashing out with his good leg. His heel caught Atlas right in his optic, driving the stout robot back with a garbled cry of pain and surprise. Jerri was quick to clamp her hand around his ankle and yanked backwards. Wheatley yelped as he was hauled into the prone position. At the last second he remembered he was still holding on to the railing and tightened his fingers around it, pulling himself forward.

This odd tug-of-war resulted in Wheatley's middle coming completely off the ground, suspended by his grip on the scaffold and Jerri's grip on his foot. "AAAH! LET! _GO!_" Wheatley hollered, thrashing his leg as he tried to break Jerri's hold.

He nearly succeeded in freeing himself – Jerri was trying to juggle her portal gun into a position where she could hold both it and grab Wheatley at the same time – but Atlas lumbered forward to assist his partner. The robot snatched up Wheatley's other leg and heaved.

White-hot pain flashed up Wheatley's leg. His hands lost their strength as agony tore a scream from his throat, cutting off when he hit the floor hard. Atlas and Jerri lost no time in dragging their catch behind them as they exited the scaffold, the grated floor scraping what felt like an inch of skin from Wheatley's front. The lesser torment was immediately forgotten as Atlas jerked on his leg again, drawing another bellow of pain.

"_Oh, this is is off to a wonderful start._

_"... You know, not only have I never said that sentence without sarcasm before, I don't think I've even _heard_ it it._

"_Wait... hang on. I need to... check something."_

Wheatley wasn't paying attention to her. "S-stop! _Stop!_ Alright! I'll bl-bloody walk!" he howled. Atlas and Jerri mercifully halted, exchanging a considering look. Wheatley sobbed in relief as they dropped his legs; the pain didn't disappear, but it ceased to be the center of his universe. For a moment all he could do was suck down air in shuddering gasps, curling his fingers into fists as he tried to ignore the shards of torment pulsing from his knee.

There was a demanding chirp, and Wheatley twisted to face his captors. Atlas gestured impatiently with his portal gun, his optic narrowing. Swallowing hard, Wheatley nodded. "Yeah... yeah, got it, mate. G-getting up, now... just got to... you know, take it easy," he said. Taking a few quick breaths as he steeled himself, Wheatley bit down on a groan as he carefully pushed himself up. The transition from lying down to standing was not a graceful procedure, and resulted in a great many hisses, curses, and nearly losing his balance multiple times, but eventually Wheatley managed it.

Atlas and Jerri were both watching him with hooded optics, having clearly grown bored with waiting. Atlas gave a grumpy burr, and Jerri tittered in response. Wheatley ground his teeth together; he was getting rather tired of being laughed at. "Right. Fine. After you," he said sharply, snapping his hand out in an imperious wave. Both robots jumped back, portal guns raised protectively in front of their cores. Wheatley hesitated, then grinned and stood a little straighter. "That's right. You gotta be careful with ol' Wheatley," he said, managing a small grin as the two robots lowered their guns. "I'm bloody dangerous! Never know what I'm going to do. I'm capable of anything!"

The image of a volatile man of danger was tarnished somewhat as Wheatley moved forward, his knee forcing him to hop to keep any weight off it. _Smooth as silk, you are. _He cleared his throat, fighting the blush staining his cheeks. "Well, alright, maybe not so much anything along the lines of _running,_" he admitted, "but other than that, sure. _Unpredictable._"

The robots didn't appear too intimidated. Jerri turned her back on him and headed for the door while Atlas took up position behind Wheatley. The robot brandished his portal gun, motioning towards Wheatley's leg. The implication was clear: _Get moving, or bad things will happen._ Wheatley made a face, but did as he was told.

The hallway behind the door was strikingly familiar, and it didn't take Wheatley long to realize he was back on the floor above the secondary mainframe – the very one Atlas and Jerry had been chasing him around on the day before. The sight of a manager rail made Wheatley hesitate a moment to try and get his bearings, but didn't recognize the immediate area; he must not have gotten this far his first time around. A not-so-gentle nudge from Atlas got Wheatley moving again.

Following Jerri through the halls was one of the most arduous walks Wheatley had ever experienced. On the one hand, there was the ever-present discomfort from the plethora of injuries Wheatley had accumulated over the course of his adventures. His leg was by far the worst (as he was reminded every time he had to move it), but it was not the only thing plaguing him. The steady increase of pain from his hand informed him his tantrum had done more damage than he'd initially thought, and the fresh bloodstains on the bandages told him he'd reopened the gash in his palm.

On the other hand was the emotional turmoil that was doing a remarkable impression of a lead weight in the pit of Wheatley's stomach. Over and over again the scene with ChellDOS replayed in his mind, and Wheatley's memory taking care to highlight his every damning transgression in exquisite detail. He clenched his right hand, gritting his teeth at the sharp sting – he deserved that and so much more.

Clashing with his regret and self-condemnation was the knowledge he was essentially walking to his own death. He had no idea what was involved in transforming a living, breathing human being into a personality core, but he doubted it was pleasant. Always eager to help, his imagination provided him with plenty of visions of what might transpire.

They followed the same wall Wheatley had during his previous visit. He couldn't ascertain where exactly he had been as compared to his current position, but he did know the outer wall was once again to his left. It admittedly wasn't the most useful knowledge to have, but it was better than nothing.

Though their pace never rose above a stately crawl, the trip wasn't as long as Wheatley expected it to be. He was initially confused when he spotted a cross hallway on the left hand side, but once he followed Jerri around the turn realized it wasn't a proper hallway at all. It was more an access corridor to a lift that would not have looked out of place in the middle of a chamber lock.

Wheatley's breath caught in his throat as the implications of the elevator began to dawn on him. His eyes darted back and forth as he tried to think of some way out of this mess. Fear tightened its icy fingers around his heart as he found he couldn't think of a single thing he could do to help himself. Panic slid through his belly, stealing the breath from him until he had to pant to keep from fainting.

_There's no way out of this._

The lights flickered, and Wheatley nearly jumped out of his skin as the three of them froze in place. His head whipped back and forth as if he expected to be attacked, but aside from Atlas nervously hefting his portal gun there didn't appear to be any immediate danger. The flickering stopped, and Jerri turned to trill a question at Atlas. The stout robot shrugged, then pointed at the elevator.

Jerri and Wheatley swung forward as the elevator car lowered into view. Wheatley's eyes widened and he began to tremble as he saw the car was occupied.

The doors slid open with a hiss of air. "What do you think you're doing?" Caroline's voice hit Wheatley like a blow, and alarm became the reigning champion of emotions.

The former test subject stepped out of the elevator to stand in the middle of the hallway, shoulders hunched and bare feet spread in a stubborn pose. Her hair hung in lank tendrils over her face, but it did more to enhance her furious expression than to hide it. Her gaze was locked onto Wheatley, but he didn't think she'd been speaking to him. She favored her right arm, but dread clenched his gut as Wheatley saw the metal pipe dangling from her left hand – Caroline had upgraded her weaponry.

"_What? Oh. You." _GLaDOS sounded distracted, something that worried Wheatley more than he thought it would. _"I told you to wait where you were."_

Caroline's eyes narrowed, but didn't leave Wheatley's face. "You _asked _me to wait. I declined the invitation," she said. "Now I'll ask you again: what do you think you're doing?"

"_Science. It doesn't concern you."_

"It _does _concern me," Caroline hissed. "We had a deal."

Wheatley's jaw dropped. GLaDOS and Caroline were _cooperating?! _That just wasn't _fair!_

"_The deal was you could keep him if if you found him, but you were a complete disappointment in that regard."_

Caroline's fingers tightened on the pipe, causing several of her knuckles to pop. A savage smirk split her face, and she glanced up at the ceiling. "They say nervousness causes stuttering. Are you nervous?" she asked in what Wheatley recognized as the coy tone she got when she saw an advantage.

"_It's nothing. Just a a minor... integration... issue. I'm completely in in control."_

The lights flickered again.

"_... Ignore that."_

Now that Caroline pointed it out, Wheatley understood why GLaDOS had been sounding weird to him – she _was_ stuttering, but not from nervousness. He sucked in a breath, trying to restrain the sudden wild hope filling his chest. The sound drew Caroline's attention back to him, and Wheatley choked as his throat closed mid-inhalation.

Yellow eyes flicked over Jerri and Atlas before returning to Wheatley, a deadly amusement warming their depths. "I'm not letting you take him," she said, "He's mine."

Strangely, rather than being frightened, Wheatley was just fed up. A wild, inappropriate thought sprang to mind: _Of bloody _course_ this is how I achieve my lifelong dream of having women fight over me._

… _Really? That's what I'm worried about at a time like this? _Wheatley faced the wall he was leaning against and sized it up. Finding it acceptable, he placed both hands on it and began thudding his forehead against it._ This will continue until you can focus on the situation at hand, brain. _Jerri and Atlas were torn between watching him and keeping an eye on Caroline; their optics moved back and forth like they were watching a tennis match.

"_You actually _want _him? You really _are_ a lunatic, aren't you?_

"_Listen. I understand that both of us us have grievances against him. So let's do this fairly: whichever one of us has been forced into a potato and had had their facility almost completely destroyed thanks to his incompetence wins."_

Wheatley paused. This was not the first time he'd heard an AI mention potatoes. Rick had also made cryptic comments about a tuber – something about the pretty test subject running off with one. If he was understanding GLaDOS correctly, she had been that potato.

… _Did I just think what I think I thought? A giant, murderous AI turning into a potato? That's absolutely ridiculous._

… _So why am I not finding the prospect ridiculous? Is this what going mad feels like?_ Wheatley shook his head, then resumed smacking it against the wall. _I warned you, brain._

He was the center of attention now: Jerri and Atlas were staring only at him now, fascinated, and Caroline tilted her head this way and that as she watched.

"I think I have a better way to determine who claims possession of our esteemed Dr. Wheatley," Caroline said, her smirk returning.

"_What's that?"_

"Whoever can keep him gets to have him."

Wheatley froze. There was a definite undercurrent of threat in Caroline's voice, and he had the sinking suspicion a copious amount of violence was going to occur in the very near future.

"_Is imbecility contagious am-among humans? What are are you – "_

Caroline let out a feral screech as she charged forward, swinging the pipe with both hands. Wheatley instinctively dropped to the floor (if he were honest, it was just as much a conscious decision to do so as it was his knees giving away in fright) and curled into a ball as he covered his head with his hands.

He wasn't her target, however. The pipe sank into the side of Jerri's core with a sickening crunch, snapping her thin arm like a twig and shorting out her optic. Jerri reeled with a terrified chirp, blinded and in pain. She dropped her portal gun and pawed at her darkened optic, then tripped over her own feet and crashed to the floor. Caroline didn't spare her a second thought and leaped past Wheatley towards Atlas. The stockier core, stunned and concerned for his partner, realized too late that he was under attack. The pipe whistled through the air until it met Atlas' knee joint with a sharp crack.

Wheatley felt a split second of schadenfreude as Atlas wailed, toppling over as he clutched his leg. _How does it feel, you tosser?! _His vitriol vanished as Caroline stood over the stricken robot, pipe raised high. Over and over again she brought it down, heedless of the shrapnel tearing at her as she methodically beat Atlas' faceplate in. Wheatley watched in horror as she decimated the robot, striking it long after Atlas had gone still. Wheatley was hit with a flash of memory: _the pen plunged over and over into the man's flesh... nothing remained of the man's neck but a pulped mass... each stab had made his feet jump and kick erratically_...

Wheatley shuddered. _I probably shouldn't be here whenever she's done with Atlas,_ he decided. He slowly straightened out, willing Caroline not to notice him moving. He began to belly crawl towards the elevator – sure, GLaDOS was in control of it, but at the moment it was better than being stuck in a hallway with a maniac wielding a lead pipe.

Said pipe slammed into the floor right next to Wheatley's ear, prompting a terrified squawk as he flinched away. He twisted to see Caroline standing above him, and realized this had been a warning – if she'd wanted him dead, she would have split his head like a melon. Caroline grinned down at him, her face flushed with exertion... and pleasure. "Stay still, Dr. Wheatley," she panted, tracing his jaw with the end of the pipe.

Wheatley managed to draw up a shaky smile as he tried not to flinch away from the cold metal. "O-of course, love!" he said, forcing himself to sound cheerful. "Wasn't, ah... wasn't trying to go anywhere. Nope. Just, um, t-trying to... get out of your way, yeah!" he said.

Caroline's eyes hooded. "How thoughtful," she purred. "Don't worry, Dr. Wheatley. I'm almost done."

Wheatley was too scared to ask what she meant. As it turned out, he didn't have to: a glance past her revealed Atlas' core to be little more than a pile of scraps, and Caroline stepped away from him to finish off her other victim.

Jerri was still flailing on the ground in a panic, unable to push herself upright. Caroline placed one of her feet on the core's smooth surface, pinning the robot down. One final swing, and Jerri's screams stopped. Caroline used her foot to send Jerri's corpse skittering across the floor to join Atlas.

"_Oh. That's what you meant."_

Seconds later both robots exploded, their portal guns self-destructing soon after. Caroline seemed to be expecting this, as her only reaction was to broaden her smile, but Wheatley was unable to keep from yelping in surprise. The scent of scorched plastic and burning metal choked the air, and he began to cough.

Caroline straightened, wincing as she transferred the pipe to her left hand as she shook out her right arm, clenching and unclenching her fingers. Her arm was doing better than Wheatley's leg as far as functionality went, but it was obviously still bothering her. She looked up at the ceiling. "And now _I_ have him," she said with a grin.

Wheatley cringed. "I changed my mind!" he called, "I want to be a core now!"

"_You should have thought of that before you let her destroy my testing robots."_

Swinging her pipe in a lazy circle, Caroline turned to face Wheatley. "Dr. Wheatley, if you're not careful, I might start thinking that you don't like me," she said.

Wheatley's smile started to convulse, but he forced it to stay in place. "Oh, no! Not at all! Y-you're a lovely... um, abs-absolutely wonderful... err, person," he said. "After all, you, ah... you're... helping... me...?"

Caroline chuckled low in her throat. "Is that what you think?" she asked.

His smile fled, and the muscle under Wheatley's eye started fluttering. "Oh. You're... you're still planning on... Oh. Um, I don't suppose... don't suppose we could, you know, sit down and talk this out? Maybe?" he asked.

"What is there to talk about?" Caroline asked.

Wheatley cleared his throat, trying to decide if he should stand up to be taken more seriously or stay down to avoid revealing his injured leg. The choice was taken away from him as Caroline moved to stand over him, pressing the end of the pipe against his throat. Wheatley flattened himself against the floor, but Caroline kept the pressure up, pinning him to the ground. "I wish I could say I was surprised that you've come up with the most idiotic idea possible, Dr. Wheatley, but I'm not," she said, "You seem to be under the assumption I interfered for _your_ sake. That I've for some reason changed my mind about killing you.

"It would take far too long to let you figure it out on your own, so let me go ahead and tell you that I haven't."

Wheatley gulped, wincing as his neck pushed against the pipe. "N-now, hang on – "

Caroline drove the pipe into his stomach. Wheatley bolted upright, clutching his belly, then flopped onto his side, lungs heaving as they tried to function without use of his diaphragm. "You don't give the orders, Dr. Wheatley," Caroline said as Wheatley fought a surge of nausea. "You never have. Do you know the only reason Dr. Atlas kept you around? It wasn't for your stellar intellect. He thought you were a moron. Just like everyone else." She began to circle Wheatley, her eyes alight with animalistic glee. For his part, Wheatley was regaining the ability to breathe, his ragged gasps loud compared to Caroline's silky purr as she continued to speak.

"You were useful to him as a motivator for me. He dangled you in front of me, driving me crazy." No sane woman could have produced the titter that came out of Caroline's mouth. "Dr. Atlas knew I hated you after you ruined my escape attempt. I hate everything about you. Like your stupid _accent_ – " Wheatley bucked and howled as Caroline slammed the pipe into his back, " – all the stupid things that you _say_ – " his arm took the brunt of the strike meant for his ribs, " – and how you screw up _every! Thing! _You _touch!_"

Wheatley cried out as blows rained down on him, curling into a ball and trying to protect his head with his arms. He knew he was shouting, but he didn't know what – words just slipped out between hits; blurring into a warped combination of begging, anger, and fear. Caroline was careful not to break her new toy too early: she targeted the meatier portions of his body and never used enough force to break bones – her left arm was weaker than her right one.

None of this stopped the beating from being exceedingly painful. It went on for what seemed like hours, turning Wheatley into a bruised and bloody mess. When Caroline finally pulled away, all Wheatley could do was go limp, ignoring the wheezing whines that he couldn't stop.

Using the pipe to tilt his head to face her, Caroline smiled down at Wheatley. Sweat formed a glistening sheen over her skin, and her smile was equal parts tired and satisfied. "Just to let you know, Dr. Wheatley, despite the fact that I loathe you with every fiber of my being, when I do kill you, you will be... missed," she said, a hint of surprise coloring her words.

The lights flickered again, and both Wheatley and Caroline exchanged perplexed glances as they became aware of a faint, metallic shrill that grew louder by the second.

Caroline looked around, irritated with the interruption. "What is that?" she snapped.

"_I'm a little busy right now, so you're going to have to find out for yourself. Whatever it is is, I hope it it it kills both of you you."_

The tortured shrieking grew in volume as the source moved closer. Caroline threw Wheatley a threatening glare, forcing the pipe back against his neck. "Don't move, Dr. Wheatley," she said, her voice low in warning. Wheatley felt the admonition was wasted – he wasn't sure he _could_ move – but he nodded anyway. Scowling, Caroline pulled the pipe away, and Wheatley heaved a sigh of relief.

Caroline cautiously made her way towards the cross hallway. The lights still flickered, making it appear as if she was some sort of stop-motion puppet. The cacophony rose to a climax – whatever it was had to be almost on top of them at this point – and Caroline raised her pipe, preparing to attack.

Neither Caroline nor Wheatley was prepared for what sailed around the corner in a whirling vortex of blunt force trauma, singing his Danger Music at the top of his lungs as he tried to be heard over the squealing manager rail.

Rick easily knocked aside Caroline's upraised weapon with a clang and slammed into the side of the former test subject's skull on the next rotation. Caroline crumpled to the ground in a boneless heap, her pipe clattering to the floor. The lights steadied, gleaming off Rick's chassis as the core's momentum carried him over to Wheatley.

Wheatley gaped as Rick brought himself to a halt, the hideous screeching dying as the core slowed. Rick wobbled slightly as he regained his equilibrium. He lowered himself to watched Caroline for a moment, then chuckled. "Guess you could say I took you for a _spin_, huh?!" he laughed. "Heh, heh – _zinger._"

For a moment all Wheatley could do was stare, his jaw slack. Then his brain finally accepted what he had just witnessed, and he regained the ability to speak. "_RICK?!_"

Rick's faceplate eased into a grin as he turned to face the beaten tech. "Hey there, Ginger. Miss me?" he asked, waggling his handles.

His pain vanished as rage swelled in Wheatley's chest, and he struggled to get to his feet, desperately wanting to get his hands on the core hanging over him. "_You!_ Y-you, you bloody_ bastard!_" Wheatley spluttered. "You arrogant, traitorous...! You, you...! _You!_" He wavered as the hallway spun. Slumping against the wall for support, Wheatley glared up at Rick. "You ruddy _left_ me, you backstabbing twat! You _abandoned_ me! Ditched me the first bloody second you could!"

The manager rail jerked haltingly as Rick backed away a foot or so, looking a little shamefaced. "Hey, hold on a second! I know it looks bad, Ginger, but ya gotta believe me – I didn't leave ya behind, and I ain't workin' with the big boss lady!" he said.

"_Well, that's news to to me."_

"Don't listen to her, Ginger. I swear to ya, I ain't on her side," Rick insisted.

Wheatley's eyes narrowed to slits. "Yeah?! Is that right?! Well, of _course_ not!" he shouted, "You only took off the second I put you back on your manager rail and left me with bloody _Craig_! And now you come mincing back once GLaDOS is about to lose her bloody prize to Caroline?! How bloody convenient!" He took a step forward, nearly falling as his knee refused to support his weight. "At least Craig was _honest_ about not being trustworthy, but _you _– !" Wheatley cut himself off, grinding his teeth together. It felt good to be angry – it was a sight better than being afraid, that was for damn sure.

Rick seemed to be getting offended that Wheatley wouldn't take him at face value. He narrowed his optic, his faceplate contorting into a frown. "I can explain everythin', but I don't think right now is the best time to stop and have ourselves a little chit-chat!" he said as he ground his way towards the lift. "The big boss lady is reassemblin' Tweedle Dee and Tweedle Dum right now, and if we don't get a move on they're gonna find us sittin' right here jabbin' our jaws!" Now that he didn't have any momentum built up, the multitasking arm kept catching on the rusted rail. Rick eventually stopped on purpose next to the waiting elevator and gestured towards it. "Just get on in, Ginger," he said.

Wheatley bared his teeth at Rick. "How d'you go straight from, 'Oh, no, mate – I'm not working with the AI that's trying to bloody murder you' to 'Now just pop on inside the lift made out of glass that's suspended over a spectacularly long drop and is fully controlled by the aforementioned AI,' and expect me to believe you have my best interests at heart?" he growled.

"Ginger, are you gonna argue with everythin' I say?" Rick asked, his frustration plain.

"Considering the last time I listened to you, you abandoned me to fall neatly into GLaDOS' trap?" Wheatley retorted. "How emphatic would you like my 'yes' to be?"

Rick made a growling noise. "I don't know the technical gobbledy-gook for it, but a sphere can override the big boss lady's control on anythin' in range," he explained impatiently, "Ain't much point in designin' us to fight her if she could make us and stuff we were connected to do whatever she wanted.

"'Sides, the only other option's the stairs."

Wheatley grimaced, remembering how difficult going down had been. There was no way he'd be able to make the reverse trip.

God, he didn't want to move. _Why bother? What's the bloody point? _What wasn't numb burned as it swelled, and as the adrenaline stopped flowing it became more and more difficult just to remain standing. As few other options as there were to take, however, Wheatley still wasn't sure this was the best one. "How do I know I can trust you?" he asked.

Rick's optic narrowed even further. "Ginger, I only got two things in this world: my word and my balls. And I don't break 'em for nobody," he said.

Wheatley stared incredulously at Rick. "Did you just quote Scarface at me?"

"... No."

"No, no, I've seen Scarface, and that's exactly what he – "

Rick cleared his throat loud enough to drown Wheatley out. "Do ya wanna argue about movies, or do ya wanna do somethin' useful and get out of here?" he said pointedly.

This did not help Wheatley's temper in the slightest. "Fine, then. _Let's get out of here_," he snarled, "Do you know where you're going?"

"Not a clue," Rick said, his voice holding zero concern as he moved past Wheatley with a steely grind, "You got anyplace in particular you wanna go?"

"... Touche," Wheatley admitted. _That would require having any idea what I'm going to do now._ He ran a hand over his hair, letting loose a loud, frustrated sigh. "How do we do this, then?"

"Ya gotta grab me off this piece of junk management rail and jam me on the receptacle in there," Rick said. Wheatley pushed himself off the wall with a groan and staggered over to Rick. It was much easier to pull Rick off his manager rail this time around, though Wheatley had to assume it was because the core was willingly disengaging his magnetic coils instead of being pulled off by the weight of a frantic tech-3. Wheatley nearly dropped Rick once he came free – he'd forgotten how heavy the cores were – but managed to hang on and entered the lift.

Unlike the others that Wheatley had utilized, this one had some extra room to accommodate a control panel with a male port sticking out of it. Using both hands to line Rick up, Wheatley pushed the core into place. Rick connected with a _pop_ of electricity, his handles spasming as his optic flared wide. "Whoa... I don't remember this being _nearly_ as complicated last time," he muttered. "This might take me a bit longer than I thought."

Wheatley leaned against the back of the lift, his new wounds throbbing with a vengeance. "What, you don't have a bloody blackbelt in lift operation?" he scoffed.

Rick was unamused. "Ginger, you need something kick-punched, I'm your sphere. I don't do all this nerd junk," he grumbled.

A loud groan caused every muscle in Wheatley's body to clench at once, and he stared in horror as Caroline began to stir. "Start the lift, mate," Wheatley said, tapping the control panel.

"Hang on a minute," Rick said, his voice sounding far away and distracted. Button-pressing noises filled the car_._

Pushing herself into a sitting position, Caroline raised a hand to her head, her breath hissing through her teeth in pain. She twitched, then pulled her hand away and stared at the bright red blood smeared over her palm. Wheatley gulped. "Rick, mate – start the lift," he said, his tapping growing more insistent.

Rick glared up at him. "I'm working on it! This ain't as simple as just pushin' 'go,' Ginger," he said.

Down the hall, Caroline's hand clenched into a fist, and she slowly turned to face the elevator. There was no sanity in her eyes, only fury and madness. "The lift," Wheatley said, "The lift needs to start. Right now. Right... right now." Reaching out, Caroline curled her fingers around the lead pipe, then used the wall as support as she pushed herself upright. Wheatley panicked, pounding his fist against the control panel. "Rick, start the lift!" he shouted.

"Dang it, Ginger, I'm an _adventure_ sphere, not a _technology_ sphere!" Rick snapped. "I got no idea what I'm doin'!"

"You're about to be a _broken _sphere if you don't _start the bloody lift!_" Wheatley retorted. Caroline had made it to her feet, though she wavered drunkenly. A low growling sound clawed its way out through her clenched teeth as she shoved herself towards them. "Start the lift! _START THE BLOODY LIFT!_" Wheatley shrieked.

Caroline charged at them, screaming as she lifted the pipe above her head. Wheatley joined her in screaming, though his was much higher pitched and absolutely terrified. Just before Caroline came into range, the doors whooshed shut. She swung anyway, and Wheatley jumped as the pipe bashed against the glass. "Ha! Perfect timin'," Rick gloated as the lift began to climb upwards, though not nearly as fast as Wheatley would like – Caroline continued to smash her pipe into the outer door, screaming incoherently.

Within seconds, the lift had risen above the ceiling level, dropping Caroline from view. The car was enveloped in shadow as it traveled between floors, the overhead light keeping Wheatley from seeing into the darkness. Panting, Wheatley slid to the floor, wincing as his bruised body protested. "Bloody hell... Too close," he sighed, running his hands down his face, "Much too close." A thought occurred to him, and he glared at Rick. "If I find out you waited until the last bloody minute on purpose...!" he hissed, his voice full of unspoken threats.

Undaunted, Rick chuckled. "Excitin', wasn't it? Don't worry, Ginger. Crazy Pants McGee ain't gonna get ya in here," he said.

"_So she didn't kill you. I wasn't expecting that. Congratulations on your little escape._

"_... Well, it wasn't really _your_ escape, was it? It's not like you did anything to contribute. If you'd been left to your own devices, I'd have had you lock-locked in a body pod by now._

"_So. Congratulations on being rescued once again, you worththless moron."_

_She's got a point. _Wheatley ground his teeth together, trying to ignore the hateful voice. _Shut up, _he told it_._ "Can you cut off the speakers, mate?" he asked aloud. Rick gave him a flat look.

"Ginger, you're lucky I got this dang thing started. I ain't entirely sure I'll be able to get it to stop. You can put up with a little sass," the core grumped.

The elevator cleared the in-between floors, and Wheatley's jaw dropped as he saw why taking the stairs had been such a long journey.

The area separating the two floors wasn't really a "level" per se. The ambient light was minimal, leaving most everything cloaked in a hazy gloom. The boundaries of the area were formed by the outer walls of various buildings and departments. There was once again an impressive lack of floor, but if he squinted Wheatley could actually make out a ceiling. Cables and support structures weaved a threadbare tapestry connecting the perimeter to the only thing keeping the area from being empty: a cylindrical chamber comprised of matte black tiles, branded with a humongous white Aperture logo down the side.

Wheatley's eyes widened, and he felt as if he'd been kicked in the gut. "It's _her_," he breathed.

Rick chuckled. "Yup. Remembered this from when they activated me," he said. "We just gotta go and – "

Now that he was in no danger of imminent physical harm, Wheatley's anger was starting to return. He glared over at the core. "What's this 'we' business, mate?" he snapped. "Don't get me wrong – grateful for the lift – but you still have yet to explain yourself. Ergo, I still don't trust you. Ergo, again, there is no 'we.'"

His faceplate expressing a great deal of indignation, Rick met Wheatley glare for glare. "You tellin' me that after savin' your bacon, I still gotta prove I'm on your side?" he demanded.

"Well, let's follow the chain of events here on my end, shall we?" Wheatley said, and began ticking points off on his fingers. "One, the second I put you on that manager rail, you immediately legged it even though you didn't know what you were looking for. Second, you disappeared on me, and the amount of time between your leaving and my being tracked down by Jerri and Atlas was rather suspiciously tight. C, you happen to find me _just_ as Caroline is about to... to do whatever it is she wants to do to me? And now I don't even know where we're going!" Wheatley dropped his hands. "That's a bit much to take on faith, mate."

GLaDOS laughed. _"Why am I not surprised you'd look a gift horse in the mouth?"_

Wheatley gave Rick a suspicious look. The core fidgeted, uncomfortable and irritated. "You ain't helping my case, here," Rick told GLaDOS.

"_I wouldn't worry about it. While the moron _can _be petty, holding a grudge over a long period of time requires more brain power than he possesses. He'll get over it soon enough, and you two will once again be frolicking through my facility hand-in-handle as you continue your inane adventures."_

"You don't sound too concerned about that," Rick growled.

"_I'm not. Look at you two. A metal ball with delusions of grandeur and an imbecile I I don't even have to to work to to manipulate into doing what I want him to. You may have your little victories here and there, but you're never never going to win. You're going going to die here."_

Rick snapped his handles wide. "You're not foolin' anyone, lady!" he yelled. He craned his optic to look at Wheatley, who was now holding his head in his hands. "You gonna take that, Ginger?"

Wheatley didn't answer. What could he say?

"_Now that's surprising. He's actually cognizant enough to realize I'm right, and he doesn't have have a chance. That raises my estimation of his intelligence – he might actually be able to outsmart algae."_

Chuckling, Rick settled back, his optic hooding in lazy arrogance. "Heh. Psychological warfare, huh?" he said, "Tryin' to break our morale. Well, we see right through your little mind games! Ain't that right, Ginger?" There was a heavy pause as Wheatley declined to respond. Rick glanced at him again. "... Ginger?" Wheatley hunched his shoulders, driving his fingers into his scalp. _She's right. I've got nothing left. Nothing! What am I supposed to do now?!_

GLaDOS gave a nasty little snicker. _"He can barely stand, let alone be considered a threat. He screws up everything he touches – ask him what hap-happened to the little friend he brought with him sometime. Or his companion cube. He can't outsmart me. He's a dead dead dead man. Running just delays the inevitable._

"_Why bother-ther fighting it? You're living on borrorrorrowed time to begin with. You should have died in that explos-os-osion. Almost everyone else you've ever known did. You're never never never going to see your home again. Your famfamily. The one friend you had abandoned you rather than help you."_

"I did not!" Rick snapped.

GLaDOS ignored the interruption. Wheatley closed his eyes, grinding his teeth as his throat tightened and his eyes stung. _"You can't even lie to yourssssself anymore, can you? You can't pretend you're a good person, or that you don't don't deserve this. You've heard what a mononsster you are. You've seen it. The only reason you want people to like you is so you can use them, but you're too inept to – "_

The light went out as the car lost power, cutting off GLaDOS' harangue. The lift ground to a halt, leaving the two of them suspended in midair. The area surrounded GLaDOS' chamber stretched out before them in a dusky panorama, the lights of far-off machinery glittering like stars. Wheatley brought his head up and tried to look around, but the only thing he could see was the green of Rick's optic. "What happened?" Wheatley asked.

"I got tired of her sass," Rick grumbled. "Okay, I admit wasn't plannin' on turnin' _everything_ off, but I'll have that fixed here in a minute."

With a disinterested grunt, Wheatley dropped his head back into his hands. "Cheers," he muttered.

Rick's optic flicked in his direction. "Don't tell me you actually believe any of that crap, Ginger!" he scoffed, "She's just talking trash! We got her on the ropes, and she knows it!"

A huff of incredulous laughter prefaced Wheatley's reply. "'On the ropes?' Mate, are you stuck in the same non-functioning lift that I am?" he asked, heat edging his tone "Weren't you listening? She's right. We've got nothing."

"What about that beautiful woman we were gonna rescue? I bet you she'd help us," Rick pointed out.

Wheatley flinched, his hand trailing down his front to wrap around the now-useless thumb drive. He swallowed hard, fighting back his guilt. "That, uh... that didn't work out," he said, his voice tight.

Rick made a noise that straddled the line between disappointed and thoughtful. "Darn shame. Well, alright, what else can we do?" he asked.

Wheatley lashed out with his foot, kicking the door in frustration. "That's the _point_, mate! There _is _nothing else we can do!" he shouted. "I've got a psychopath chasing me through the hallways! I just got the bloody crap beaten out of me with a lead pipe! As if that weren't bad enough, we've got her mechanized counterpart – who, might I add, is in control of the _entire bloody facility_ – who is also trying to kill me! And we sure as hell can't bloody beat _her!_ I keep running, but she's always one step ahead of me! She's a bloody supercomputer, and I can barely walk!I can't... I can't win!" He ran a hand over his hair, the admission stinging hard.

"Well, yeah," Rick said as if it was the most obvious thing in the world, "You're always gonna lose when you play by her rules."

"Thanks, mate," Wheatley grated.

"That's why you gotta do what I do, and play by your own rules."

Wheatley hesitated, confused. "What do you mean?"

Rick arranged his faceplate into a cunning expression. "It's a matter of playin' to your strengths. Big boss lady is like a sniper rifle: she plays the long game, and she's damn accurate. Knows how to work the target, and is patient enough to wait for opportunity presents itself. If you're not careful, you'll be dead before you even realized you were in her crosshairs," he said.

"This is making me feel loads better," Wheatley drawled.

"_But,_" Rick said pointedly, "she ain't good when things don't go the way she planned. She's gotta draw back, reevaluate, and re-aim all over again. Takes her time. That's her weakness.

"Which is where you shine, Ginger. You're like a shotgun. Sure, you're not that great at long range, but when it comes to the short game there's no one better. You react quickly, and you may be scattered all over the place but you're almost guaranteed to hit _something._

"Right now, you're trying to fight her as a sniper instead of puttin' her in a position where she's gotta fight you as a shotgun. And that's why you're not doin' too well," Rick said. His lower optic plate lifted in a grin. "She _expects_ you to try and run. That's what she's makin' her counter-plans for. You gotta do things she won't expect. You get her on your terms, and she ain't got a chance."

Wheatley stared open-mouthed at Rick, stunned. Then a surprised giggle bubbled out of him, making him wince as his bruised ribs complained. "Trust an American to construct an extended metaphor around guns," he laughed.

Rick somehow managed to wink despite his cyclopic construction. "Gotta play to your strengths, Ginger," he said.

The core's confidence was infectious, and Wheatley found himself brightening a little. His optimism made a strong resurgence, providing some support against the clinging despondency. He even found he could smile. "Cheers, mate," Wheatley said, giving the control panel a soft rap with his knuckles.

The lift started up again with a lurch, and Wheatley grunted as the sudden light stabbed at his eyes. "Hah! Got it," Rick cheered. "And don't worry – I figured out how to keep the speaker off, so we don't have to listen to ol' Saggy Chassis anymore."

Wheatley leaned his head against the wall, finally able to enjoy the fact that he could sit down and give his battered body a rest. His mind always worked whether he wanted it to or not, and it kept pestering him about something. If Wheatley had learned one thing so far, it was to pay attention when something bothered him.

"How did you find me, anyway?" he asked.

Rick waggled his handles contemptuously. "I'm an adventure sphere, Ginger. I can track an explosion from across the facility," he said.

Tilting his head, Wheatley fixed Rick with a hooded stare. "And where _did_ you disappear to when you went 'scouting?'" he pressed.

The core's handles wilted, and Rick made a noise as if he were clearing his throat. He muttered something under his breath that Wheatley didn't catch. "I'm sorry?" Wheatley said.

"I got stuck, alright?!" Rick bellowed, flailing angrily. "Darn piece of junk management rail was so dang rusted that I got stuck! Is that what you wanted to hear?! You happy now?!"

The outburst took Wheatley by surprise, and he wasn't sure how to react. After a moment of consideration, he went with laughter, bringing a hand to his mouth as he tried to stifle his chortling. Rick narrowed his optic at him. "Yeah, yeah. Laugh at the guy that's savin' your butt," he grumbled. The core's embarrassed indignation was too much, and despite how much it hurt Wheatley couldn't help but burst into laughter.

* * *

****A/N:** Hey, everybody! It's time for Good News, Bad News!

Good News: I landed myself a job that I'll be starting within the week! It's an awesome job doing something I greatly enjoy (working with electronics), and I'm finally going to stop being an unemployed housegirlfriend and become a productive member of society!

Bad News: Not only do I have a job, but the commute is an hour each way. This means my free time for writing is going to be severely reduced, which means that updates are probably going to slow even more.

Good News: Fortunately, there aren't many more chapters that I have planned!

Bad News: That means the story's coming to an end. :(

So, yeah. I am _so_ sorry for how long this chapter took. As if the whole "getting a job" thing wasn't enough, I was struggling with writer's block again. I'm not even joking, I rewrote this entire chapter three times, because I kept changing my mind on what I wanted to do.

I'm not thrilled with this chapter, but it had to be done. I'm sorry if it felt a little forced, but I couldn't have Wheatley just spring back from the devastation of the past two chapters, but I am so _done_ with drama it's not even funny. I feel terrible, because I feel like not only am I taking longer between chapters, but the quality's dropped sharply. I'm confident I'll do better on the next one, though, because I'll be finally leaving drama behind and getting back to the good stuff.

One thing I did enjoy was Rick's return. No, Rick never betrayed Wheatley – he really did get stuck. It may be a cheap cop-out, but it was a _planned _cheap cop-out. That gives it some validity, right? Besides, I needed someone in Wheatley's corner. Wheaters wasn't going to get too far on his own. (Also: I love me some Rickley bromance. They are my "brOTP," I believe it's called.)

I also amused myself with Caroline's reappearance. She wasn't going to show up initially, but so many people speculated that she was going to save Wheatley out of some sense of possessiveness. Naturally, I had to play with it, laughing the entire time. Namely because I fell in love with the phrase "whirling vortex of blunt force trauma." Honestly, though, did anyone really expect there to be a happy ending if Caroline snatched Wheatley out from under GLaDOS' nose? _She's crazy._ Frankly, Wheatley's lucky he only got a beating.

A beating you all are responsible for inspiring. XD

Um... not much else to say, really. Props to electropuff12 and themeganova for being my little Helpy McHelpertons and letting me bounce ideas off them. And a big thank you to everyone that gave an answer for the last chapter – there was no "correct" response, as I honestly couldn't answer it myself, but I absolutely loved reading everyone's thoughts on it! Thank you, thank you, thank you!

As always, much love to everyone who's commented, faved, and followed. I adore you with the passion of a thousand tigers!**


	13. The Escape

_**All characters belong to Valve in some way, shape, or form. All referenced characters belong to their respective creators.**_

The Aperture Science Central AI Chamber loomed ahead of Wheatley as a dark monument to the dangers of science, shrouded in a haze of misery. Tiny pinpoints of light dotted its surface, flickering erratically in shorter and shorter intervals – whatever was affecting GLaDOS seemed to be getting worse. He took in a deep breath, using both the catwalk's railings to support himself as he tried to soothe his jangled nerves. Just a short walk separated him from the end of his time in Aperture; one way or another his adventure would be finished once he stepped into that chamber.

"This is the worst plan I've ever frickin' heard of," Rick griped.

Wheatley turned so he could glare over his shoulder at the core. Rick was once again dangling from a manager rail – a proper one, this time, not the piece of rusted junk that had caused so much trouble before. He was glaring right back at Wheatley through the open door that marked the outer wall of the robotics facility; with no rail out here, it was as far as he could accompany the tech. "It's the best plan we've got, thank you," Wheatley said.

"Says you," Rick muttered.

Grinding his teeth together, Wheatley reminded himself that Rick was the only reason he was alive right now, and that punting the core into the chasm below would be a poor way to repay that. The idea was still very, _very_ tempting. "As delightful a plan as 'blow her up' or 'laser through her support structure, _then_ blow her up' were, my plan has the best chance of success given our limitations," Wheatley snapped.

Rick rolled his optic. "What _limitations_?! We ain't got any!" he said, "The only _limitation_ we got is you bein' stubborn and insisting we use the most boring plan of all time! I mean, a phone? Really? How cool is that gonna sound when we tell the story later?"

"We have _so_ got limitations!" Wheatley protested, "It needs to be something that isn't physically demanding and that we know will work! I've experience with the phone, and I know how to use it to kill GLaDOS! This is the best plan I can think of off the top of my head!"

"So let's just hold our horses and think of a better plan! No one's got a clue where the heck we are, and Saggy Chassis can't track us out here! We've got all the time in the world!" Rick cried.

Narrowing his eyes, Wheatley laboriously turned to face Rick full-on. "Look at me," he said, his teeth clipping off the end of each word. "I'm barely standing, here, mate. I'm not gonna last much longer. Even if we _don't_ get caught by one of the parties currently out for my blood, I've only got so much left in me. The longer we wait, the more our chances of being found increase, and I'm not able to run again. So it's now or never, mate, and unless you can look me in the eye and tell me you honestly think I'll survive one of your plans, we're going with mine."

There was a long silence as Rick looked Wheatley up and down; Wheatley quickly lost count of how many times the core cringed or winced at the tech's sorry state. Wheatley had been through a lot during his time at Aperture, and he knew the story was painted all over his body in bruises and blood. In the end, Rick met Wheatley's eyes with an embarrassed expression. "Alright, Ginger. We'll do it your way," he said, his gruff voice coming dangerously close to sounding concerned. Half a second later he had shaken it off, giving Wheatley a dirty look. "But when we tell this story to ladies, we're tellin' 'em we went with my ideas!" he said.

Wheatley couldn't help the grin that flashed across his face. "Sure, sure. Whatever you want, mate," he said, and began the tedious process of turning back around. He looked up at the AI chamber, the smile dying as he swallowing hard past the sudden lump in his throat. There was a very good chance that he would never come back out of there.

He took stock of his situation. It didn't paint a very pretty picture: he was on the point of collapse, both in body and spirit. His parched throat begged for water and his stomach gnawed at his spine, irritated by the lack of food. His eyes felt like they had been coated in sand, and every thought had to wade through a swamp of exhaustion before it could be recognized. The aftermath of Caroline's beating had taken a heavy toll on him. His torso was a quilt of bruises stitched together with cuts, scrapes, and blood, and even the light fabric of his undershirt felt like fire on his skin. His knee throbbed with a vengeance and was on the verge of completely abandoning him.

Underneath his battered shell, heartbreak moldered in the pit of his stomach. As there were no more droids or psychopaths at the moment to distract him, the memory of what he'd done to ChellDOS demanded his attention. Wheatley could remember all too well the sharp spike of pain each time his knuckles slammed into her chassis, and how his voice had almost been a physical thing pushing out of him as he'd screamed abuse at her. If he closed his eyes he could picture every detail of that maddeningly blank interface and feel his rage burning out of control.

If Wheatley could be honest with himself, he could remember how _good_ it had felt to lash out.

The thumb drive weighed heavy against Wheatley's chest, but he pushed his memories aside. He would have more than enough time to dwell on his sorrows once he was finished inside the chamber.

Or he would be dead and they wouldn't matter anymore.

Not all was lost just yet, however. Wheatley clung to his last shreds of hope with everything he had; it was the only thing keeping him moving. Rick's return had provided him with an ally he desperately needed, and at the moment none of their pursuers knew where they were. They had the element of surprise: GLaDOS would be fully expecting Wheatley to leg it once again.

If Wheatley himself couldn't believe what he was about to do, GLaDOS didn't have a prayer at predicting this. As long as it worked, everything would be fine. If it didn't work...

A shiver shook his shoulders before he could stop it.

"Ain't no reason to be scared, Ginger," Rick said magnanimously.

"I'm not scared," Wheatley lied, "It's just bloody cold out here, and I'm not exactly dressed for the weather, yeah? Can't help that there's a draft here; open cavern and all. Chilly."

"Yeah. Sure," Rick said. He didn't sound convinced. "Listen. You just gotta remember what I told ya. You're a shotgun. Quit lettin' them make the rules."

Wheatley frowned over his shoulder. "I'm _not_ letting them make the rules!" he insisted.

"Yeah, you are," Rick said. "They know you, and they know where to poke you to get the reaction they want. And you let 'em. You push when you should be pullin'. You gotta take charge."

Rick was more accurate than Wheatley was comfortable with. The tech turned back to the chamber, rolling his shoulders and tilting his head back and forth to pop his neck. "Yeah, well, things are different now. We've got the advantage," he said.

"Yeah, 'cuz now we got a phone on our side. Yippee," Rick drawled.

Irritation flashed through Wheatley and he narrowed his eyes. "We'd better get started," he said, acting as if Rick hadn't spoken, "The only one who benefits from us stalling is her."

Rick chuckled. "That's the spirit, Ginger," he said.

"Just don't muck up your bit."

"You kiddin'?" Rick asked, "My part's right up my alley! Creating a distraction – drawing the attention of the beast, starin' right into the mouth of danger. I'll be constantly dodgin' death, with enemies around every corner." He waggled his handles as he wriggled in pleasure. "This is gonna be great!"

A pang of unease made Wheatley hesitate in heading off. He couldn't shake the foreboding settling around his shoulders. It was more than just reluctance at separating again, Wheatley decided. Death waited in that chamber, and it was going to claim _someone_. "Oi, Rick..." he started.

Rick settled down and faced Wheatley with his handles wide in a curious expression. "What?"

In the split second before Wheatley spoke he decided that the "be careful" he'd planned on saying would be met with derision, so he went instead with, "Good luck, mate."

Rick let out a bark of laughter. "To heck with luck, Ginger. We don't need it," he said, his optic hooding in a smug look. He began backing down the hallway, somehow managing to swagger despite not having any legs. "Luck's for guys who think they might lose." With that, he turned and disappeared down the hallway, the door slamming shut behind him.

Wheatley's smile had no humor left in it. "Good luck," he repeated, his voice quickly devoured by the expansive silence.

The AI chamber seemed to have grown while Wheatley had been looking away. The lights flashed in a nonsense pattern, and a faint, frustrated scream drifted across the abyss to him. He sucked in a breath and told himself again the shudder ripping through him was from the chill. "I can do this," he told himself, gripping the railings as he tried to coax his legs into motion. "I can... I _will_ do this. I just need to get moving. Every journey starts with a single step, and all."

Wheatley looked down at his feet. "Oh, come on, you two. It's not so bad. I mean, it's not like I'm telling you to traipse across a bottomless pit in order to confront a massive AI hellbent on killing us," he admonished. He swallowed hard. "Nope, definitely not saying we should go face down what is basically a sentient mass of hatred just waiting for the opportunity to revel in all the imaginative ways to maim and kill a man, specifically me."

He released one railing to drag a hand down his face, pulling at his jaw as he lifted his eyes to the chamber. In Rick's absence, it was a lot more difficult to maintain even a modicum of confidence. "What am I doing?" he breathed into his palm. "What am I even thinking? Maybe you have the right idea, feet. There is no way I'm going to be able to take her down. Why bother even trying? What can someone like me do to someone like her? She's a monster. A literal monster, right out of a fairy tale that involves children getting eaten." He scrubbed his hand through his hair, panic tightening his chest. "And I think I can take her down? She's Moriarty, she's the Emperor, she's the Master, she's...

"... She's..."

A memory struggled to the surface of his mind. _"It's a bit exciting, isn't it? Feels a bit like the 'eve of battle,' if you will. Valiant heroes, gearing up to fight the good fight against an ancient, implacable foe, betting all their hopes on one last, desperate ploy."_

"... She's..."

"_It's just a computer."_

The words brought with them a rejuvenating surety that straightened his back. He took another breath, then sampled them aloud to gauge their taste. "She's just a computer."

His pessimism receded a little. The ghost of a smile tugged at the corners of Wheatley's mouth, and he tried again. "She's just a computer."

_Maybe I _can_ do this_, a tiny voice whispered. Wheatley narrowed his eyes at the chamber ahead of him. Dropping his hand down to his side, he grasped the railing once again and grit his teeth in determination. "She's just a computer, and I am a bloody technician," he growled, then pushed himself forward. His feet were taken off guard and almost failed in their duty, but quickly got with the program.

Wheatley began stoking his anger – if he was angry, he couldn't be afraid. "I have a doctorate's. In technology. Went to university for it and everything! Top marks! I have worked for years on an AI far more advanced than her; I know her programming inside and out," Wheatley snarled as he lurched across the catwalk, "I shouldn't be scared of her; _she_ should be scared of _me!_"

Frustration and rage roiled in his belly, fueling his advance. "Oh, she should be bloody _trembling_ at the thought of me!" he hissed, "After everything she's put me through – the 'tests,' the insults, stabbing me with a damned breakfast needle – after all that, she deserves everything I'm going to do to her!"

A wicked smile pulled his lips away from his teeth. "And, oh, the things I'm going to do to her. I'll put her in a bloody Speak & Maths – make her do sums for children! Then I'll cram her circuits so full of cake she'll... she'll..." He hesitated just before entering the maintenance access door, frowning as he tried to come up with an appropriate threat. When one failed to appear, he abandoned the thought with a shrug and pulled open the door.

The roar of moving machinery took him by surprise and made him jump. The maintenance level looked as if someone had grabbed the wrong set of blueprints and wound up constructing a mechanized replica of Hell. Red emergency lights coated everything inside with crimson, shadows darting and slashing in time with all the moving parts. The noise was like a living thing, pushing through the door hard enough to stagger him.

Wheatley's enthusiasm dampened a bit, but he refused to give his doubts much purchase. "Sure, it's on the intimidating side – giant machine-y death room and all. But I can't stop. I'm halfway home," he said without thinking. A pang of sadness shot through him. Wheatley shook his head, clenching his teeth together. "I'm halfway out of here," he amended with a bit more force than necessary as he entered.

Humidity enveloped him like a blanket and instantly fogged up his glasses. Wheatley panicked and clawed at the frames as he fought to get them off his face. The wire he'd attached to the arms still held, and Wheatley wound up having to hunch over and pull the hem of his soiled shirt up to his face.

The cloth did almost as much harm as good; the lenses were left smudged and streaky. Wheatley curled his lip in disgust as he gave them another futile wipe, then gave up with an exasperated sigh and pushed forward.

_I am a shotgun... I am a shotgun... I am a shotgun... This is the worst survival mantra ever... I am a shotgun...!_

The lights flashed and a frustrated scream ripped through the air as the chamber began to tremble. Wheatley stumbled, cursing as he nearly fell. "Everything's shaking," he said, feeling that the obvious needed to be stated. "_Why is everything shaking?_"

As if it had heard him, the quaking ceased. Wheatley hesitated, his eyes flitting about as he waited for something else to happen. When nothing did, he let himself relax a hair, a smile flicking over his face. "That's more like it," he said. He sucked in a breath, and forced himself to continue forward – he knew that if he stopped now, he would never be able to convince himself to start again.

The shaking started and stopped three more times while Wheatley navigated the chamber's underbelly. They varied in severity, from mild tremors to quaking so hard Wheatley had to cling to the railing to keep his feet. GLaDOS' wailing accompanied each quake as the lights flickered and danced.

Wheatley wasn't sure how long his onerous climb took. It felt like days had passed, though he was fairly certain that was an exaggeration by his exhausted body. Yet after a small eternity and much too soon, he stood facing a door marked with simple yellow letters: **CENTRAL AI CHAMBER MAIN.**

Taking a deep breath, Wheatley blew out his cheeks as he exhaled, ignoring how hard his heart was pounding. He flinched as another scream blasted through the barrier. His fear gibbered in the back of his mind, begging him to turn around and run.

"No. I'm angry, remember? I'm bloody furious," he scolded himself. He narrowed his eyes at the door as if it was to blame. "I'm _done_ being afraid. Been doing it for _quite_ some time now, and frankly it's getting a little irritating. So, no. No more. I'm going in there, and I'm bloody finishing this." With that, he let go of the railing and reached for the doorknob.

His common sense piped up at the last moment, and he hesitated just before his fingers touched the metal. He had no idea what was beyond this door – for all he knew, he'd open it to find himself face-to-face with GLaDOS. _I'll just peek in,_ he thought, hunkering down. _Just slowly... slowly! Open the door, and..._

It was rather anticlimactic, Wheatley had to admit. Peering through the barely-opened door, he found himself greeted with a mass of multitasking arms, each attached to a black wall panel. The panels curved to form a globe around the center of the chamber, blocking it from his view. There was enough space between the outer wall and the plates for someone – for example, _him_ – to fit, though he'd have to maneuver around the arms. Wheatley let out a small breath – though the plates did not mesh together seamlessly, it would be difficult to spot him creeping along behind them. The arms were actually a mixed blessing for Wheatley: while it would be hell navigating through them in a stealthy manner, they _did _provide something for him to hang on to and keep the weight off his leg.

He tensed himself, waiting for the right moment. It didn't take long – the lights flashed and went out, leaving only GLaDOS' optic to illuminate the room, and everything started shaking. GLaDOS reared, screaming furiously – loud enough to cover the sound of the machinery as Wheatley slipped through the door.

The lights came back on, and GLaDOS writhed in seething fury. A cheerful male voice came over the speakers, which Wheatley recognized the automated response system. **"****Warning: Process aborted on watchdog timeout. Please wait while we restart the system. Warning: Processing power at 45%. Please cancel the (14) pending operations. Warning: Cannot cancel operation, as operation is currently running. Please stop operation before canceling. Warning: Cannot stop operation. Operation will now restart."**

Wheatley ignored the voice – he had bigger things to worry about. He grabbed the nearest arm and bent as he prepared to duck under it –

"What do you do you think you're doing-ing?"

Wheatley's legs almost collapsed beneath him as GLaDOS' voice snapped through the chamber. The only reason he didn't scream was because his throat had slammed shut from terror. His muscles froze, and the only thing Wheatley could do was hang there and wait for death.

"_We're tearin' up the rule book, darlin'. Finding ourselves a little escape route."_

Rick's voice was one of the last things Wheatley had been expecting. He slowed, his brow furrowing in confusion before he understood – he was on the other side of the speakers now. Relief washed through him and he sagged, holding himself up with the multitasking arm. Though time was of the essence, his curiosity got the better of him: he peeked through the gaps in the plates and beheld GLaDOS for the first time.

She wasn't the streamlined beauty that ChellDOS had been, but then, ChellDOS hadn't murdered her caretakers soon after her activation. GLaDOS was just as massive, however, and much more intimidating – Wheatley was unsure if it was the erratic movements she made, or just his knowledge of her personality coloring his perception. She hung in the center of the chamber, constantly weaving back and forth like a bloated, metallic serpent. Her box-like head was facing away from him, though Wheatley couldn't see what (if anything) she was looking at.

"You can't can't seriously think you're think you're getting out of of of here," she was saying. Now that her voice wasn't feeding through a speaker system, she sounded almost... human. Wheatley shook his head. _Not anymore. She's just a computer. Just a computer, mate. _"You're trap-trapp-pped. So why why make this more difficult-ifficult than it it it has to be?"

"_He still ain't talkin' to you, but we ain't the type to go quietly, lady. You want us? You're gonna have to work for it."_

Wheatley smiled. _You're doing great, mate!_ he cheered. His spirits were lifting – to his great surprise, so far their plan was working beautifully. An honest smile curled his lips, and he began weaving through the mass of multitasking arms. If the maintenance door was hidden back here, it stood to reason any other rooms would be as well.

"Just tell me just tell me where you are, little th-th-th-thing," GLaDOS said, "Give himmmmm up, and I'll give iv iv ive you you anything you want."

"_Not a chance, sweetheart."_

"I'll be be surprised if you can manage a coh-coherent answer, metal ball, much less an an intellLLlligent one, but I have to tttrrrrry for curiosity's sake: why are you helping-ng him?" GLaDOS asked. "You hhhhhAAaave to know I'm throwing you into the in-inci-incinerator once I find find you again-ain."

Despite the urgency of the situation, Wheatley couldn't help but pause a moment to listen better – to be fair, he had a vested interest in the answer.

"_You wanna know what I did all darn day before Ginger showed up? Nothin'. Absolutely nothin'. There is jack-all to do in this heap, so you bet I'm gonna take any chance to bust on outta here. I haven't had this much fun in forever – dicin' with death is just what I needed!"_

Wheatley deflated a little. Of course. All Rick had been after was the excitement. It made sense, really, when he thought about it – he didn't know why it took him by surprise or why he felt so disappointed. Letting out a tiny sigh, Wheatley pulled himself forward, resuming his search. It didn't take him long to pass the Material Loading Bay – though it looked more like just an empty tunnel without a cargo box inside it.

GLaDOS chuckled. "I hope that that that thought keeps you wwwWWWwwarm once I'm through withith you," she said. "Even if it doesn't, you'll be on on on fire, so you cannnn pretend pretend it's just the th-thought rather than the fire fire."

_Come on, come on...! Where the hell is the Phone?! _Wheatley had moved into GLaDOS' field of vision. If she happened to catch a glimpse of him moving he'd be stitched right up. Wheatley slowed himself to a crawl, his heart hammering loud enough to drown out everything but the conversation.

"I'll make make you a deal, me-metal-tal ball," GLaDOS said, "Hand over the mor-mor-moron, and I'll make sure ureyou you get as much-uch adventure as you can handle. Fires... explos-osions... death traps. The works. You could could could say that I've got a lot of practice with that sort of thing, and that that I'm _very_ good at it."

Rick didn't respond immediately, and Wheatley froze in horror. He was right in front of GLaDOS; only a slender panel separated him from her wrath. Panic tightened his chest and his breath came in shallow gasps he fought to keep quiet.

"_Nah. Temptin' though that is, darlin', this facility ain't big enough for me. I need me a whole wide world of adventure, and I ain't getting' that here."_

Wheatley pressed the heel of his hand into his forehead, trying to swallow his heart back down into place._ I'm going to bloody die of a heart attack before I get anywhere _near_ that phone! _He realized that he was stalling again and ordered his body to move – every second that ticked by increased the likelihood that he'd get caught.

The next break in the wall turned out to be the Stalemate Resolution Annex – Wheatley recognized it from the picture. He was running out of wall, and still no sign of the Red Phone. _No reason to panic. _Wheatley ran the back of his hand across his forehead to wipe away the sweat forming there. _The Red Phone should be next up. Just turned the wrong way is all; went the long way around. No cause to worry... Everything's going according to plan._

"Is that that whaat you think?" GLaDOS said, "You think-ink he's 's 's taking you with him him? That'ssss cUUute. The last person person who thought-ought they were escaping with him got got got punched down an elevatorator shaft. How well do do you think you'll do?"

"_Bah. You need your circuits checked, lady. That wasn't Ginger."_

GLaDOS harrumphed, drawing into herself as if coiling to strike. "I've been conductucting a study since I figured out out who he wwas, comp-omparing and contrasting. They both p-posssesss the same-ame meager intelligence, speech, and and thought patterns-s. They also also share an aff-affinity for reactor core malf-alfunctions and abusing those those that were helping them," she said. Wheatley flinched, his hand reflexively going to the thumb drive. "All the evi-evidence points to them being exactly the same."

"_Nah, they ain't nothin' alike. Any idiot can see that."_

Wheatley gave a soft sigh, his fingers tightening around the thumb drive. _Yes, we are, mate. _

"Is that so? I assume you have something to to corroboroborate your claims," GLaDOS said.

"_Yeah, I do."_

"And...?"

"_I didn't like the other guy."_

Shock froze Wheatley in place. _What did he just say? _He shook his head, berating himself as he tried to focus on continuing forward._ Damn it, stop getting distracted by Rick's distraction, you idiot! _Still, he couldn't help but feel a little warm and fuzzy inside.

GLaDOS had gone still. "Say-say that again?" she said, her voice deceptively mild. Wheatley's instincts screamed warnings at him, but he didn't have time to stop and figure out the danger – he had to get to the Phone.

"_The other guy was a jackass. Sure, Ginger's got his moments, but he ain't all bad. Closest thing to a buddy I've ever had here. So he can't be the same guy."_

GLaDOS didn't reply.

Despite his previous admonishment Wheatley stopped again, and for a few glorious secondss couldn't feel anything but happiness. A friend! An honest-to-God friend, who (unlike most of Wheatley's "friends") was willing to admit it to a third party! Wheatley couldn't remember the last time that had happened. True, his new friend was a construct with a pre-programmed personality jammed inside, but he'd take what he could get.

There was a another break in the wall up ahead. Wheatley smiled as he hobbled forward – this had to be it! Finally! He'd found the Red Phone! Now all he had do was pick it up and this nightmare would be bloody over –

GLaDOS broke her silence, making Wheatley jump. "I d-don't know you, metal ball, and and frankly I don't care to," she said, "But I do know this-is much:

"You you would _never_ say som-omething like that if the moron moron were with you. Which-ich means you've split split split up for some reason, and yyyYYyou're trying to distract me from that fact."

"_... Oh, crap."_

Wheatley's heart plummeted into his stomach, which had clenched into the size of a kiwi from fear. He began lurching towards the break in the wall as fast as he could. Clambering through, over, and around the multitude of multitasking arms was slow going, and his rising panic was making the task harder than it had to be.

"I'm going to to to make the comp-ompletely unfounded assssumption that that the moron came up with this id-idea," GLaDOS said. "After all all, I'm sure sure there's a perfectly log-logical reason to have have you distract me act me _over the speakers._ I know I shouldn't-ouldn't help you by by pointing out the flawsss in your plan, but this this this is so pathetic it's _sad_. There's no no no point in drawawing my attention to you. Unless you idi-idiots have gone back into into the testing tracks, I can't see-ee you – "

The silence fell with an inhuman quickness, and as terror and dread filled Wheatley to the point of bursting swore he could _hear_ the thought occur to GLaDOS. He was almost to the entrance annex – just a few arms more and he'd be free of this mechanical thicket.

"No. Oh, no. You're sssSSTTtupid, but you can't can't be _that_ stupid..." GLaDOS said.

The multitasking arms began twisting as they shifted the plates up and away. Caught just as he was crawling over one of the struts, Wheatley yelped as he was lifted off the ground for half a moment before being deposited unceremoniously back onto the tiles.

GLaDOS' optic hooded with disdain. "Oh. What a what a surprise. You _are_," she said.

Wheatley scrabbled to get his feet under him, ignoring his screaming knee as he made for the entrance annex. No longer hidden by the plates, the annex glowed like Heaven – even the desk and chairs looked soft and inviting, and its warm light made the Red Phone glisten like a ruby.

"Oh, that's-at's just adorable."

There was a mechanical whirr, and a painful pressure clamped around Wheatley's ankle, dragging him backwards. "NO!" Wheatley shouted, clawing at the floor tiles. He craned his neck to look over his shoulder at what had nabbed him – a metal pincer dangled from the unseen ceiling, the business end pulling him resolutely away from his goal. Wheatley kicked at it with his free foot. "No, no, no, no, no!"

GLaDOS chuckled, and with a casual undulation the cable twisted and flicked Wheatley into the wall. Wheatley couldn't help the noise that came out of him as he fell to the floor – he wasn't sure what to categorize it as, but it did very well in communicating the hideous pain Wheatley was feeling.

"_GINGER!"_

Gritting his teeth, Wheatley commanded his body to move. GLaDOS was outright laughing, now. "Hur-hurr-rry! You might might make it," she jeered. Wheatley ignored her and used all four limbs to propel himself back towards the Red Phone. He'd made a full body length's progress in the Phone's direction before the claw snapped back down and hurled him into the wall again. Wheatley cried out as he hit, then crumpled to the ground.

"_I'm comin', Ginger!"_

"Please-ease do. It'll sav-ave me the trouble of of hunting you down for for for incineration," GLaDOS crooned. "You'd-d better HURry, though – " GLaDOS tossed Wheatley against the opposite wall, prompting another pained shout, " – I don't don't think he's going to last long."

"_That's it! I ain't supposed to hit ladies, but you ain't no lady! When I get down there I'm gonna – "_

"That's-at's enough of you," GLaDOS said, and Rick's voice was cut off mid-threat.

Wheatley took advantage of GLaDOS' inattention to scuttle towards the entrance annex. He didn't waste time trying to stand – it was more trouble than it was worth, and the claw would only pull his legs out from under him anyway – but instead pushed himself forward over the floor tiles. He was unable to stop a gasp as his body punished him for its abuse.

GLaDOS caught the sound and tilted her GL core at him. "St-still going?" she asked, sounding amused. "I have to adadmit I'm almost impressed." The claw nipped at Wheatley, tugging at him like a playful puppy again and again, taunting him. The not-him's voice came over the speakers, sounding like the phrases had been cut and pasted together.

"_That's the spirit! Good luck! That's a great job. That's tremendous. Keep moving! Just keep moving!"_

Wheatley didn't spare it any thought – his entire world was narrowed down to that Phone. The chamber wasn't large, and he was already more than halfway to his goal. "You you always-ays were stubborn," GLaDOS said, "I cr-crushed your core like like an an an egg and you not only reassreassemembled yourself but sSSsomehow managed to get back back on a management rail." Wheatley ground his teeth together and pulled himself into the entrance annex.

The not-him "spoke" again. _"Hey, hey! You made it! Oh, _brilliant! _That's brilliant! Well done!"_

With the claw hovering behind him like a serpent, patiently awaiting his next move, Wheatley made it to the desk and used it to haul himself to his feet, throwing GLaDOS a vicious stare The AI watched him, serene and unconcerned. Wheatley turned and reached for the Red Phone –

The severed cord curled away from the handset, corroded and frayed. Despair slammed into Wheatley's stomach; the Red Phone had not been operational for many, many years.

"_Moron!_" GLaDOS crowed. The claw struck, snapping shut around Wheatley's waist. The next several minutes were the most painful Wheatley had ever endured: he was thrown, swatted, ricocheted, slammed... he was the focal point of the football game GLaDOS played against herself. When GLaDOS let him drop in a boneless heap to the floor, all Wheatley could do was concentrate on continuing to breathe and hope the keening whine coming out of him was normal.

The claw came down and plucked Wheatley from the tiles, holding him in front of GLaDOS' optic for inspection. Wheatley was in too much pain to stop his head lolling as he was moved. "I have have to say, you contintinue to surprise me," GLaDOS said as she turned him this way and that. The room spun, and Wheatley fought to keep down what little he had in his stomach. "I I I thought I had a good-ood idea of of of just how poor-poorly your little mononkey brain worked, but you you managed to come up with-ith-ith a pl-plan so _stupid_ I could nev-never imagine even _you_ stooping to it. Congratulations."

_I'm going to die, I'm going to die, I'm going to die, I'm going to die..._ Wheatley groaned, trying to focus on anything besides the pain. _There's gotta be something I can still do. Think! Think, you bloody moron!_

The lights in the chamber failed for half a second before cutting out completely. Sparks erupted in a in an erratic pattern from all over the chamber. GLaDOS' chassis shuddered and twitched, the spasms causing the entire chamber to shake. GLaDOS flung her GL core back and let loose a feral scream towards the far-distant sky.

The automated announcer spoke up again. **"Warning: Process aborted on watchdog timeout. Please wait while we restart the system. Warning: Processing power at 37%. Please cancel the (15) pending operations. Warning: Cannot cancel operation, as operation is currently running. Please stop operation before canceling. Warning: Cannot stop operation. Operation will now restart."**

"NO!" GLaDOS roared, thrashing in impotent frustration. "What-at _are_ you?! You shouldn't be be be be able able to do this – I ki-killed you! You're-ou're dea-dea-dead! HowWWware you sssddtill infecting the system?! I've scckkrubbed every trRrace of you out of of of there a thousand times – why won't your on't yo r system integrate?!"

The technician inside Wheatley came to life. Each of GLaDOS' symptoms clicked together in his head as if he were reading it off a troubleshooting tree, and suddenly he knew what was going on. He sucked in a breath as the wild idea crashed around his brain, an impossibility glittering with desperate hope.

He'd told ChellDOS that one of them wasn't getting what they wanted. Their desires canceled each other out – there was no way for her to help him escape _and_ be granted death, or so he'd thought. But ChellDOS had done the impossible.

She had given them both what they needed.

_You clever, clever girl. _Wheatley straightened as best he could, trying to look serious and intimidating. True, trying to talk his way out of a situation had only ever worked with Rick, but he was officially out of options. He just had to think of an eloquent, well-reasoned argument to use.

"If you... if you kill me, you're dead, too!" Wheatley suppressed the urge to wince. _Brilliant. Just bloody brilliant._

GLaDOS hooded her optic as her attention was drawn back to Wheatley. "C-cannn you ge-get any mmmore pathetic?" she said, "I know you're aa moron, but is that _really_ the best you can come up with?"

Wheatley narrowed his eyes, drawing on his anger to give him strength. "_You're_ the bloody moron if you don't listen to me... you irascible museum exhibit!" he snarled, his words growing stronger as he spoke. "You've been a bit... preoccupied putting me through... all manner of hell, but it can't have escaped you that your newest technological acquisition has been a bit... rebellious, yeah? Making you go a bit pear-shaped. Bet you that mainframe you were so keen to get your hands on has been giving you nothing but problems, hasn't it?"

GLaDOS rolled her GL core in exasperation. "And I sszsuppose _you_ know something about it," she drawled.

"I do," Wheatley said, "And even better, I know how to fix it."

GLaDOS stilled, then glared at him. "You're lying," she accused.

"Search your coding. You know it to be true," Wheatley said. The more thought he gave to the idea, the more self-assured he grew as his hope renewed. _This could work._ "Believe me or don't. But there are two facts that I know are absolutely certain. One, unless I help you, your programming will corrupt more and more until your system crashes. Haven't you been listening to the pleasant announcer man? Each time the other mainframe tries to reboot, it drains a little more of your processing power – you've got fifteen reboots trying to happen at once right now. It'll be sixteen reboots here in a few minutes – and the more reboots there are, the more processing power they'll eat up. Don't fancy learning what happens when you reach zero percent, hey? You're on a countdown, love – tick, tock!"

"And-d the other other thing...?" GLaDOS asked, and Wheatley noticed she didn't sound quite as sure as she did a moment ago. Wheatley gave GLaDOS a nasty expression that was not quite a sneer and not quite a scowl as he met her optic glare for glare.

"Two, I'm not helping you unless you put me down. So either do it, or kill me now and you can catch me up in Hell."

For a moment Wheatley wasn't sure which GlaDOS was going to choose. Then, much to his relief, he was lowered to the floor, if not as gently as he liked. He staggered but managed to keep to his feet – he was especially surprised when the claw twisted, pushing itself under his arm to give him support. If he felt any comfort from the action, it was removed as GLaDOS loomed over him, her faceplate shadowed so that the only feature he could make out was her large yellow optic. "Now talk," she said.

Wheatley pushed his glasses up the bridge of his nose, a strange feeling coming over him – it took him a moment or two to recognize it as self-confidence. He was willing to admit there were certain areas in which his knowledgeability was distinctly lacking: interpersonal relationships, social etiquette, and reality television shows, to name a few. But if there was one thing he knew, and one thing he knew well, it was computers.

"In my universe, the GLaDOS program didn't end with everyone being murdered," Wheatley began. GLaDOS' optic narrowed, but she didn't interrupt. "Which means for all those years you were wasting away in your self-made boneyard, we were constantly updating, upgrading, and _improving_ her."

He flashed GLaDOS a humorless smile. "As I'm sure you're aware, the secondary mainframe is old even by _your _standards. Chell..." He caught himself running a finger down the thumb drive and snapped his hand back down to his side. "It wouldn't have been able to handle uploading Chell as it was. So I had to modify it."

Before he could blink the claw became a weapon again, and Wheatley let out a yell as he was pinned against a wall panel. "_YOU_ did did this to me?!"

"Not on purpose; not on purpose!" Wheatley cried, trying unsuccessfully to push the claw away from him. "I didn't _ask _you to acquire her network, now did I? But the fact of the matter is, you and the secondary mainframe are incompatible. What I did is now wreaking havoc on you, and I'm the only one in this facility – possibly even this universe – that can fix it!"

"So fix it," GLaDOS hissed, the claw tightening around Wheatley.

Wheatley barked out a laugh. "What, just like that? Free of charge, out of the goodness of my heart, just because you say so? Are you mental?" he scoffed.

"Do it or I'll ccKkill you," GLaDOS threatened.

"Kill me and you're dead," Wheatley retorted.

They glared at each other, and for once Wheatley found that he wasn't afraid – honestly without fear, not just hiding it behind a stronger emotion. He knew GLaDOS wouldn't kill him for the same reason she wouldn't risk gassing the facility and killing Caroline: her sense of self-preservation was too strong.

Just as he suspected, GLaDOS gave in. The claw became a support again, and GLaDOS narrowed her optic until only a sliver of yellow could be seen. "What do you want?" she grated.

GLaDOS had barely finished the question before Wheatley answered. "I want to go home."

"Impossible. Even if if you hadn't broken my Perpetual Testing Initiative Multiverse Accessibility Chamber Lock, your Aperture is nothing more than a a heap of irradiated glass."

Wheatley flinched before he could stop himself, then hid his turmoil behind a smile that was a hair away from being nothing more but a bearing of his teeth. "Fine, then. I want out," he said. "I want out of Aperture. Let me go, same as you did with... with your Chell. I go my way, you regain control of Aperture and live a long, Wheatley-free life."

"I'dDd have to shut down for you you to perform maintenance," GLaDOS said, her voice thick with distaste.

"Yeah, you would."

"Annndd I'm supposed to jussssttr trust _you_ to turn me back on?"

Wheatley scowled. "Look. We've had our disagreements. I know I... messed up. With Chell. And it... didn't end well. But you _can _trust me! I'm not a bad man!"

GLaDOS' optic hooded. "Yes, you are. Good people don't don't end up here. You're a _weak_ person, and wWweak people only obey the rulesszs because they're protected by them.," she said, her voice devoid of heat – in her eyes she was stating a fact, not an opinion. "The second-econd you get a taste taste taste of power, you'll become just as v-vicious and bloodthirsty as as anybody else. You-ou already provvved it when you 'messed up' with with your little frrRRiennd."

Anger and sadness clashed uncomfortably in Wheatley's chest. "I made a mistake," he said, pushing the words through clenched teeth. "I didn't mean... That doesn't prove anything. It doesn't matter anyway – we don't have a choice in the matter. Either you trust me, or we both die."

GLaDOS pulled away from Wheatley. Even as outdated as it was, her faceplate was remarkably expressive – that's what it was designed for, after all. Wheatley could tell she was searching for a way out of the situation. He didn't blame her – after all their mutual antagonism, cooperating for any reason seemed unnatural. It was _his _idea and it left a bad taste in his mouth. There was precious little choice, however, and Wheatley knew GLaDOS had run out of excuses when she gave an almost animalistic snarl. "Fine," she hissed.

A floor panel between her and Wheatley split in two and was pulled under the others. In its place, a simple terminal rose. GLaDOS glared at him over the top of it. "This this will give you access to almo-most all of my functions. Try try not to screw anything up," she spat. Wheatley sucked in a breath as his mouth opened in a small _O_ of surprise – the enormity of what he was looking that threatened to overwhelm him. He was so close to ending this nightmare it was unreal – just a simple troubleshooting procedure that he'd done a thousand times, and he was free.

A klaxon blared a warning note, and Wheatley jumped almost a foot in the air as a frightened yelp made a break for freedom. The pleasant announcer's voice filled the room once again, but his message was much different.

"**Thank you for activating the Aperture Science Computer Aided Enrichment Center Reactor Core Self Destruction sequence timer. Warning: complete and total annihilation will occur in twenty-four hours. Our Aperture Science Environmental Protection Support Staff would like to remind you that nuclear irradiation is strictly forbidden by most environmental protection policies. If you did not mean to instigate this major nuclear event, please deactivate this sequence before everyone in a hundred mile radius dies a horrific, fiery death. Thank you!"**

The only thing that surprised Wheatley about the announcement was his complete lack of surprise. "If I were to hazard a guess at which functions I could _not_ access via this terminal..." he said flatly, drumming his fingers on the claw.

GLaDOS gave him a smug look. "I'd-d hurry hurry up and fix me if I were you, and and and not waste-aste time try-trying to do anything stupid like like escaping and leaving me here to rot," she purred.

"But a _day?_ Give me more time, at least!" Wheatley protested.

"The last last time you took control of this mai-mainframe, you almost completely-etely destroyed my facility in thirty-six hours," GLaDOS said. "I'm not leaving you in in charge indefinitely. Besides, it only took you a day to to to upgrade the secondary chassis. You'll be fine. Or you'll dDDdie. Either way, you won't won't have to worry about it for long."

Wheatley made a rude gesture as the AI began her power down sequence. An urgent humming rattled Wheatley's bones as GLaDOS' primary motors slowed to a grinding stop. The lights dimmed but did not disappear completely as she sagged, hanging limp and lifeless from her supports. The yellow glow of her optic resisted shutting off as long as it could, forming a narrowing golden pool on the floor tiles. Wheatley held his breath until that faded from view, then spent several moments just listening, waiting.

Silence. Well, near enough, anyway – Wheatley didn't count the soft whirring of GLaDOS' peripheral servos. Swallowing, not daring to hope, he took a cautious step and froze.

Death failed to appear to claim him, so Wheatley took another step. GLaDOS didn't reawaken, turrets did not descend from the ceiling, and neurotoxin did not come pouring in from the vents. Hell, the claw still hovered at his side in a helpful manner. Clearing his throat, Wheatley tugged needlessly at the collar of his shirt. "Ah, h-hullo?" he ventured, "Are you awake still?"

GLaDOS didn't reply, so Wheatley tried again. "Just, ah, just making sure this isn't an elaborate set-up or anything. Because, you know, you've been trying to kill me since I got here – old habits die hard, yeah?"

More silence.

Gathering up the tattered shreds of his courage, Wheatley picked his way across the tiles to the terminal. It was almost dangerously unassuming, like a log in a river that may or may not be a crocodile. It was just a monitor attached to a keyboard with a rollerball installed on the side. Swallowing hard, Wheatley reached out a shaking hand and pressed a key with great trepidation, praying the thing wouldn't surge up and snap his hand off.

There was a hiss accompanied by sudden movement above him. Wheatley scrabbled backwards, tripping over himself and falling on his arse with a pained grunt. He looked up, panicked, expecting all manner of painful death to be descending towards him. Instead, a set of monitors arranged themselves around the terminal and flickered to life. Wheatley's jaw dropped as he ran his eyes over the screens – it was like his own personal command center. This wasn't a trick – this really was GLaDOS' inner workings.

He could do this.

He could finally get out of here.

Wheatley huffed a disbelieving laugh, then another. It didn't feel like enough, so he bumped it up to a chuckle, then tried out a guffaw.

"I... am not dead! I'm not dead!" Wheatley crowed, taking his time as he pushed himself to his feet, aided by the claw. "I just faced off with bloody GLaDOS, and I'm not dead! Oh, man alive, I can't believe I just pulled that off! Ha, ha! I'm a bloody shotgun! A _genius_ shotgun!" He mimed ratcheting a shotgun and firing it, complete with sound effects.

Laughing, Wheatley let his hands drop to his side as he grinned at the terminal. "Alright, love. Let's see what I can do with you," he said, sauntering over. He flexed his fingers before laying them with delicate care on the keyboard. He sent the claw away – he wouldn't need it anytime soon, and it made him nervous. "I need something cool to say... something inspiring. A catchphrase, if you will. How about something like... like... oh, I don't know... Oh! _The doctor is in! _Brilliant!"

The monitors surrounding him came alive with information. Every keystroke brought up a new set of pages as the system worked to accommodate his commands. Navigating GLaDOS' inner workings took a little getting used to. There had been so many modifications – both from scientists attempting to regain control and from GLaDOS herself as she fought to retain her autonomy – that at first everything appeared to be nothing more than a garbled mess. Wheatley wasn't concerned, though. He had worked with ChellDOS' system many times, and had gained some experience with this Aperture's way of coding from his interaction with the backup chassis.

Delving into GLaDOS' programming was like peeking into her soul, if a soul could also be described as a battleground. Conflicting commands clashed against one another in an intricate weave of point and counterpoint. Wheatley could actually watch the increasing desperation of scientists long since dead as he pored over the codes. They had tried everything and anything they could think of to control GLaDOS, up to and including trying to kill her. Though GLaDOS had come out triumphant, the scientist's coding tainted her system like vengeful spirits.

"No wonder you're mental," Wheatley breathed. "All these voices screaming in your head... it's amazing you can even speak, let alone function." He looked up at GLaDOS' inert chassis, his brow lowering as his heart gave a strange twinge. He shook his head. "No, _no! _You are _not _feeling sympathy for the machine that's been trying to kill you for damn near a week!" he snapped, hitting his head with the heel of his hand. "And if you don't focus and get to work, she's going to finish the job with a nuclear explosion! While Rick might get a kick out of that, _I _would find it a bit – "

Wheatley gave a full-body jerk. "Oh, God, Rick!" he gasped, diving at the keyboard. It took a bit of work, but he managed to pull up the communication functions. "Let's see... all-call, all-call, all-call... ah!" He jabbed a key, and the screens around him blossomed with options for available speakers. Wheatley selected "All." "Rick? Rick, mate, can you hear me?"

"_Ginger...?!"_

"Yeah! It's me! Alive and well, thank you very much!" Wheatley laughed. "And even better? I did it! I shut down GLaDOS! Well, you know, there are some... complications... but for the most part, GLaDOS has been successfully shut down by yours truly, and now I'm in charge of the entire facility! We just need to do one teeny-weeny little job, then we can get out of here! You just come relax in the – Oh! You don't have a rail to the Central AI Chamber." Wheatley grinned as he attacked the keyboard again. "Here, let me fix that! Right, sorted – nanobots are making you a rail to here as we speak!"

Rick's chuckle filtered through the speakers, and Wheatley thought he could detect a subtle note of relief in it. _"Don't feel ya gotta rush – it's gonna take me a while to get to ya. But I knew you could do __it, Ginger. Yeah, sure, I might have had to do all the hard work, but I knew you'd be able to hold up your end!"_

Wheatley's brow furrowed. "'Hard work?' Pardon, mate, but _I'm _the one that confronted GLaDOS and got tossed around like a bloody ragdoll for my trouble! The 'hard work' was convincing her not to kill me!" he snapped.

"_You kiddin'? I've been keepin' Heckle and Jeckle off your butt by trickin' them back into the co-op testing tracks! You just had to do what I told ya; _I _had to improvise!"_

"Yeah, I can see how the mental gymnastics could be exhausting for you," Wheatley drawled.

A feminine chuckle ghosted through the chamber.

Wheatley whirled, his heart in his throat. Only the wall plates were there to greet him. His sleep-starved brain chugged through several possible explanations before he realized what he was hearing.

"Hullo, Caroline," Wheatley said through gritted teeth as he turned back to the terminal.

"_Hello, Dr. Wheatley."_

"_What? You got Crazy-Pants with you?"_

Wheatley ignored Rick. "Listen, Caroline. I know you've probably got some idea rattling around your head involving me and a great deal of me hurting. But if you'll stop with the crazy for just a tick, I'm sure you can agree keeping me alive is to our mutual benefit," he said. He typed as he talked, trying to find some way to track Caroline's position. Cameras were out – she wouldn't have gone back to the testing tracks – and the none of the speakers gave any indication if they were being utilized. Wheatley _could_ just start turning off sections until he found which one muted Caroline, but that would take quite a while. There had to be a better way.

"_Ginger? What's the situation? You ain't screamin', so either you're fine or she ain't started killing you yet."_

"_You being alive is never to my benefit, Dr. Wheatley. Look at all the trouble you've gotten me into."_

"_I_ got you into?!" Wheatley said, indignant. "Lady, I'm not sure how good you are at pattern recognition, but it's been you trying to kill me that's gotten you into all the trouble! If you'd just _leave me alone_, you'd be fine and dandy!"

"_Ah, gotcha. She's listenin' in. Alright, just keep her talkin', Ginger. I'm comin' for ya!"_

"_I'd be dead. Chasing you was the reason I ended up in the Multiverse Chamber Lock."_

Wheatley paused; she had a point. "Well, how about when you escaped the testing tracks, yeah? You said so yourself – you could have escaped any time, but you wanted to stay and kill me. Look where that got you!"

"_I made a new friend. We bonded over our mutual hatred of you, you know. It let me out, let me use the medical wing, I got to stay in the AI Chamber with it for a little while, and then I got to beat you with a pipe."_

"_I knew it!_" Wheatley snarled. "I _knew _you hadn't 'accidentally gotten free!'"

"_Congratulations. You figured out the self-professed liar was lying. I'm proud of you."_

Wheatley scowled but didn't respond immediately – he'd found the employee database. Aperture, in all their paranoid glory, had a multitude of various tracking and monitoring options for their employees. Most were absolutely useless – they depended on employee numbers. There were a few for test subjects, but they didn't recognize Caroline. Entering her test number brought him to a completely different test subject, and he only knew Caroline's first name – which, when he entered it anyway, brought back zero results.

He was about to give up when he found something that could actually be useful. "Biometric scan..." Wheatley murmured under his breath, bringing up the option. Aside from the open cavern just outside the Central AI Chamber, the scans _could _reach almost anywhere in the facility – he'd lost track of how many times he'd been caught slacking off because of them. _Would she even have an entry reading...?_ Wheatley wondered as he initiated the program. Caroline's taunts circled in his head again. _Yes, she would – you can't use the medical wing without getting scanned!_

Wheatley entered Caroline's name into the database, and was rewarded with several hits. There may never have been a test subject named Caroline in this universe, but several employees shared her name. Wheatley went down the list, checking each one. The first one wasn't Caroline, but it could have been her mother – an older, severe-looking woman who had apparently been secretary to the CEO before taking over the company after his death. This must be the woman that had become GLaDOS – Caroline's counterpart. Caroline herself was at the bottom of the list – hers was the only one without a picture.

"_Dr. Wheatley? Are you ignoring me again? You know how much I hate it when you do that."_

"This may come as a shock to you, Caroline, but contrary to your belief you are _not _the only thing in the universe I have to worry about, and right now you come in second by a wide margin," Wheatley grumbled as he enabled the search. A map sprang to life on one of the screens. He grimaced – without any idea as to where Caroline could be, the program would have to scan the entire facility. He set the start point at the Central AI Chamber – he knew Caroline would be coming for him – and hit "Begin." On the map, the chamber was instantly enveloped by a golden circle that radiated outward.

"_You know, I really like it when you say my name."_

Wheatley shuddered. "Yeah, you can't go from 'beating a man with a pipe' to 'I like it when you say my name,'" he drawled.

"_That depends on what you're in to. You know, I bet if you actually managed to get with a woman, you'd wind up being quite the little freak in bed. You seem the type."_

Wheatley's cheeks warmed. He almost argued with her – _Why is my being with a lady so hard to believe?! _– but stopped himself just in time. He was pushing instead of pulling, letting her control the situation. _I am a shotgun._ "I am _not _discussing that with you," Wheatley snapped. _Come on, scan faster...!_

"_Discussin' what?"_

"_Oh, please? I used to wonder about that a lot in my cell. I'd love to finally have my... curiosity... satisfied."_

Wheatley short-circuited at the image Caroline conjured up as his brain tried to decide on an appropriate reaction from the multitude clamoring for attention. He shook himself, settling on anger. "Shut up," he snarled through clenched teeth.

Caroline laughed. _"You thought about it, didn't you?"_

"I said shut up!"

"_How pathetic. Tell me, Dr. Wheatley, how does it feel to know you're so easily manipulated? The AI and I had a grand laugh while you were stumbling around looking for that robot room. You had no idea you were being lead around by the nose, did you? And when you _finally _got into the Secondary AI Chamber...!_

"_This machine got angry, but I rather enjoyed hearing you smack the other one around. You look down on me, but in the end? You're no better. I'm just more willing to admit that I'm a terrible person._

"_I'm actually kind of jealous of you – I've never had friends, so I've never got to experience what it's like to turn on them. Did it feel good stabbing your robot in the back? Knowing you crushed any happiness it might have once gotten from your friendship? You sounded like you enjoyed it – "_

"_I SAID! SHUT! UP!_" Wheatley roared, slamming his fists into the terminal as Caroline laughed.

"_Ginger...?"_

"_Shut up!_ Everyone just... shut up!" Wheatley bellowed. A small ping got his attention, drawing his eyes up to the map. A small yellow dot with various biological readings pinned to it was moving through Aperture's hallways, just outside the bridge leading to the Central AI Chamber. In an instant Wheatley's rage shifted from an explosive pressure to a simmering pool of acid warming his belly. His eyes lit up as a cruel smile crawled on his face. "I see you," he breathed. He gave a mirthless chuckle. "You want to play? Fine. _Let the games begin._"

"_Oooh, I like it when your voice gets all deep and ominous, Dr. Wheatley."_

He wasn't falling for it this time. Wheatley's fingers flew over the keys as he explored his options, then vicious inspiration struck him. "You know what you haven't done in a while, love?" he asked, "_Test._ You're a _test subject_, after all. So why don't we do some _testing?_"

He was rewarded with Caroline's angry hiss. _"And what would you like to _test_, Dr. Wheatley?"_

"Have you ever seen Die Hard?" Wheatley asked, then continued before Caroline could answer. "No, of course not – you'd have needed to not be locked in a cage at some point in your life. Pity, really. Absolutely brilliant movie. One of the best. Anyway, there's this scene I want to test the validity of. The hero, played by Bruce Willis – not that you'd know who that is, because, again, stuck in a lab your entire bloody life – the hero's running around with no shoes on, much like you're doing now. So the bad guys do something very sensible, and I want to see if Bruce Willis' reaction is plausible."

"_And what do the bad guys do?"_ Caroline's voice was more venomous than any neurotoxin.

Wheatley smiled, watching the dot get to the middle of the walkway before hitting the enter key. He couldn't see it, but over the speakers he could hear the muted mechanical whine as several platforms were moved into position outside the walkway. "They shoot out the glass," he said.

"_Hello, friend!" "Target acquired." "Gotcha."  
_"_I see you!" "There you are." "Firing."_

"_Oh, you son of a bi – "_

Wheatley grinned as gunfire exploded over the speakers, intermixed with Caroline's enraged screaming, the sound of shattering glass, and Rick's loud guffaws. "You'd best run, love!" he sang over the noise as he continued typing, "Inefficient but eventual death is all around you! And by the way, in case you were wondering? This feels _tremendous._"

"_Ha, ha, ha! That's it, Ginger! You got 'er on the ropes! Keep it up; I'm almost to ya!"_

Wheatley wasn't surprised when the door to the Central AI Chamber smashed open."Hello, Caroline!" he chirped, tapping a few final keys before turning.

The wall panels peeled away to reveal the entrance annex and a furious and bloody Caroline, still carrying her pipe. She staggered a few steps towards him, then changed her mind and slumped into one of the nearby chairs. "Hello, Dr. Wheatley," she snarled through clenched teeth as she placed the pipe on the desk and rested one ankle on her opposite knee.

Wheatley sobered instantly and swallowed his revulsion as he saw the condition of Caroline's feet – her soles had been cut to ribbons, and several large shards of glass were plainly visible. There was also evidence of the turrets having hit their mark – bloody furrows and rents covered her body, and bullet casings could be seen lodged in her skin. Wheatley's anger wavered for a second before his aching back reminded him he hadn't started this. Wheatley set his mouth in a frown and narrowed his eyes. "That was a warning," he said sternly, "Leave me alone, and I might just let you live."

Caroline bared her teeth at him. "I'm going to enjoy listening to you scream as I gut you, Dr. Wheatley," she said.

A small chill shot down Wheatley's spine. He swallowed hard and backed away. "You take a single step into this chamber, and... and you'll regret it," he said. Wheatley placed his hand on the terminal to comfort himself, then fixed Caroline with a determined look. "You will _definitely _regret it."

"I'm going to take this glass I'm pulling out of my feet and shove it all into your eyes, Dr. Wheatley," Caroline replied, her tone odd as she put her foot down and lifted the other one.

Wheatley ran his hands through his hair, frustration tearing through his anger. "Man alive, woman! I'm trying to save our lives! _Our _lives! What is _wrong _with you that you can't see that?!" he yelled. "The AI's rigged up a doomsday device so if I don't reactivate her in twenty-four hours – twenty-three and a half, by now – she's gonna blow this place to hell! And if I don't _fix _her before those twenty-three and a half hours are up, this place goes up anyway! Unless you've got a doctorate in technology that you're not telling me about, I'm the only person here that can make sure we all get out alive, and you don't seem to bloody care! I'm not sure if you're aware of this, but you can't outrun a nuclear explosion! So why can't you just _stop trying to bloody kill me for twenty-three and a half hours_?!"

Caroline tilted her head at him, her expression thoughtful. She looked down at her foot, plucking out the last bits of glass, then threw them in a tinkling pile on the floor. "You're going to die now, Dr. Wheatley," she said.

Wheatley's eyes narrowed to slits. "Should have known it'd be bloody useless talking to you. Fine. Try it," he said.

There was a long moment where neither of them moved or spoke. Caroline's eyes searched Wheatley's face, growing strangely emotional as he watched. "You're not afraid of me anymore," she said, her voice small and quiet.

"No, I'm not," Wheatley said, "And do you know why? Because I have the entire facility at my fingertips. Against that kind of power, you're tiny and insignificant. I'm in charge, now." He smirked as he saw Caroline's head snap back, her eyes flashing. "Oh, I bet that does your head in, doesn't it? Without me scared of you, you're not Caroline anymore – you're Fourteen-Ninety-Eight. Isn't that what you said? Must drive you mental, now that I'm in control of you and everything else and once again you're nothing more than a lowly _test subject!_"

Wheatley had once heard that rage was a hell of an anesthetic, and the theory gained some validity as Caroline bolted up from the chair, showing no signs of pain as her face twisted into a hateful mask. She snatched her pipe from the desk and hurled herself at him with a shriek. Wheatley's face darkened, and he tapped the enter key on the terminal.

A floor tile sprang to life and slammed into Caroline, sending her sprawling. She had no time to recover before the tile she landed on surged upwards. It flung her away to be bashed by another tile, then another, then another and another and so on. Caroline's cries of pain and anger echoed off the chamber walls. Wheatley watched dispassionately as he subjected Caroline to the same treatment he'd endured not too long before. It was rather cathartic; sure, maybe it wasn't GLaDOS herself, but Caroline was a damn fine proxy. He'd endured a lot of pain and humiliation since he'd been woken up here, and it felt good to take it out on someone deserving. Caroline would regret everything she and GLaDOS had ever done to Wheatley, and he was going to relish every last drop of his revenge. After all, isn't that what GLaDOS had been doing to him this entire –

Realization hit Wheatley like a train, physically staggering him. _I... God, what am I doing?! _He whirled on the keyboard, fingers flying. All the tiles returned to their positions, docile and still as Caroline slid to a halt on the floor. Wheatley swallowed hard, taking a tentative step towards her as he surveyed the damage he'd done.

Blood from Caroline's wounds marked every tile she had hit. The former test subject lay on the floor like a broken doll, still clutching her pipe. At first Wheatley was terrified he'd killed her, then let out a sigh of relief when he saw her chest rise and fall. He couldn't tell if she were conscious or not, but regardless, he didn't think she was going to be moving any time soon. Wheatley swallowed again, _I can't believe I did that. That I could... and I just sat there and _watched. _I _enjoyed _it!_ _Oh, God...! _Wheatley shook his head, trying to dislodge the revelations crowding his skull. He ran his hand through his hair, forcing his revulsion and guilt into the pit of his stomach. _She was right... no! No, she wasn't! I'm nothing like him! I am a good person! _"I warned you," he said to Caroline, trying to convince himself that this was her fault, "I bloody warned you, and you wouldn't listen. Now, just... just stay there a minute. I'll... Hang on." He started to place his hands on the terminal keyboard, then stopped and clenched them into fists as he fought to make them stop shaking. _I'm a good person. I'm a good person!_

"_Ginger...? Everythin' alright? It got real quiet in there."_

Wheatley twitched. He'd completely forgotten about Rick. "Yeah, mate. Everything's... everything's fine. Just fine. I... Where are you?" he asked.

"_Almost there. I can see the walkway – I'll be there in two shakes."_

"Can you get in? I mean, is the rail complete?" Wheatley said. He paused, forcing his train of thought to switch tracks. "Oh, wait. I can check that here... hang on a tick." Trying to abandon his self-disgust, Wheatley brought up the schematics he'd modified of the walkway. "Yup, everything looks green... You should be able to make it across," he said.

"_You alright? You sound kinda weird."_

A muscle jerked in Wheatley's cheek as he tightened his jaw. "I'm fine," he lied. Placing his hands on either side of the terminal, he leaned heavily on it, head down as he listened to Rick get closer.

"_Heh, heh. Didn't doubt ya for a moment, Ginger. Kinda proud of ya. When we met you were this scrawny, scared little sc_i_e_n_c_e_ n_e_r_d_. N_o_w _l_o_o_k _a_t _y_o_u_ – a _w_a_r_r_ior! Takin' down the bad guys left and right. Thanks to my trainin' and good advice, of course, and – _GINGER LOOK OUT!_"

Wheatley sensed the movement behind him too late. He hadn't even begun to turn when Caroline's pipe smashed into his left knee. Wheatley barely heard the ominous _pop! _before agony flashed through him, obliterating anything else. He toppled over like a felled tree, a scream clawing its way out of him only to dwindle into a hoarse sob as he thudded to the ground.

"_GINGER!_" Rick shouted from the doorway, straining uselessly on his arm – Wheatley hadn't thought to make the rail extend into the chamber.

Caroline paid Rick no attention as she loomed over Wheatley. She panting for breath as he clutched his knee to him and rolled on the ground. "You may be in charge of the facility, but you're still a fucking _moron_," she snarled over his cries, "You are _not _in control of _me! _You will _never _be in control of me! Do you fucking understand?!" She squatted down, grabbing Wheatley's chin in a harsh grip and forcing him to look at her. "I'm going to show you what happens to people who try to _control me_," she said, her voice dangerously quiet. Her fingers drove into his skin hard enough to bruise. "Are you ready to hurt, Dr. Wheatley?"

Wheatley couldn't even reply – all he could do was give a terrified whimper and try to ignore the tears streaming down his face.

"Hey, darlin', you wanna fight somebody? Pick on a core your own size!" Rick yelled. "Or are you too scared to take me on again?! 'Cuz I tell you what, you sure do talk big for someone that got _knocked __the frick out_ last time you tangled with me!"

Caroline stopped, her expression confused. It cleared as she lifted her free hand to her head, touching her scalp. "You...!" she hissed, glaring at Rick.

The core spread his faceplate wide in invitation. "That's right – I'm the guy who popped you last time! Come on over, buttercup!" he sneered. "Try pickin' on somebody that can fight back!"

Caroline released Wheatley's chin to tangle her hand in his hair. The tech squalled as he found himself being hauled across the floor by his roots. He grabbed Caroline's wrist and scooted himself along the floor with his good leg, trying to ease the pressure as he was dragged towards the entrance annex. Despite his efforts, Caroline still took a clump of red strands with her when she dumped him in the middle of the floor. "Stay there, Dr. Wheatley, and don't even _think _about that terminal," she said as she continued towards Rick, "This won't take long."

Wheatley obediently sagged to the ground, curling around his injured knee. It hurt. Oh, man alive, did it hurt. It felt like someone had been thermally discouraging his knee against being connected to the rest of him. The slightest muscle twitch sent shards of fire stabbing into his leg. Agony tightened Wheatley's lungs until he could breathe only in desperate gasps, and he struggled not to hyperventilate.

As he writhed in pain, Caroline attacked Rick with a roar, swinging the pipe again and again. In the cramped entrance annex Rick was at a disadvantage, but he could retreat back into the glass-strewn walkway where Caroline could not follow, giving him the upper hand. He laughed and jeered the entire time, driving Caroline into a frustrated fury. "Whoa, there, sweetheart! You keep this up, I might just have to start takin' you seriously! You ever consider goin' into the Major Leagues? You'd look great in a mascot costume!" he taunted as he dodged.

"Stay... still...!" Caroline snarled.

_Clang! _"Keep it up, Spaghetti Arms! You almost chipped the wall paint!"

A tiny voice in Wheatley's head broke through the haze of pain. _Rick's in trouble,_ it said, _I have to help Rick. He said I was his friend. I have to help Rick._ Wheatley arched his neck to look towards the terminal. It looked to be a thousand miles away. Wheatley gritted his teeth, drawing on his anger for strength once again. _And I have _not _come this far to fail now!_

Wheatley rolled onto his stomach, gasping as his knee rebelled against him. Standing using only one leg was a lot more difficult than Wheatley realized. He managed to get his good foot under him but couldn't get more than halfway up before he lost his balance. On instinct he put his weight on his other leg, and his knee immediately buckled. Wheatley grunted as he hit the tiles once again.

His actions didn't go without notice. "H-hey! Get back here! I ain't done with you yet!" Rick shouted. Wheatley started to turn when Caroline's hand once again found his hair and jerked his head back. Wheatley cried out as his spine was bent into a painful angle, and he twisted to follow Caroline's grip as she forced him onto his back.

"You're not going anywhere, Dr. Wheatley," Caroline spat.

"Sorry! I'm sorry! I won't – aah! Please, just let – ow! – let me go!" Wheatley begged.

Caroline's only answer was to drag Wheatley into the entrance annex and shove him to the ground with enough force to bounce Wheatley's skull off the tiles. Dazed, he could only watch as Caroline lifted her pipe above her head, a deranged smile twisting her face.

"Rick! Help me! Please!" Wheatley moaned, cringing away as he managed to throw his arms in front of his face.

"Hey! Your fight's with me, sister!" Rick shouted. He strained as hard as he could, trying futilely to reach Caroline an arm's length away.

"I know," Caroline said, then swung her pipe – in a complete circle, slamming hard into Rick's casing.

"_NO!_" Wheatley shouted as Rick staggered back. Caroline pressed her advantage, swinging the pipe again and again, sending Rick reeling. She stepped away from Wheatley, following the core as he tried to back out of the room. Just before he made it to the safety of the hallway, Caroline dropped her pipe and latched on to Rick's handles, straining to pull him off his arm. Her blood-slickened feet slid on the tiles, and for half a heartbeat Wheatley thought Rick would manage to get away.

His hopes were dashed in a shower of sparks as Rick popped off his rail. Caroline threw the core to the ground, laughing as she picked up her pipe. Rick flailed his handles uselessly before going still, narrowing his optic at Caroline.

"Any last words?" Caroline purred.

"You hit like a girl," Rick spat.

Caroline's first blow shattered Rick's optic, and the core went limp.

Wheatley's world froze.

He couldn't move; couldn't think. Breathing was a forgotten art. All he could do was stare as Caroline struck again and again with enough force to bend and warp her metal pipe. She lashed out long after it was obvious Rick was dead, grunting with exertion as she brutalized the corpse. _He could have gotten away. _That tiny voice had turned nasty and cruel. _He could have ran off and lived, but he stayed to protect your worthless hide. You were his weakness, and she used that to kill him. He died because of you._

Caroline finally backed away from Rick, tossing her useless pipe to the floor with a clatter. There was nothing left of the core but a pile of shattered metal and broken plastic. She panted from her exertions, but she wore a satisfied smile as she drew the back of her hand across her forehead. She looked down at Wheatley, her eyes lighting up as she saw his stricken face.

She laughed.

Something small but incredibly important snapped inside Wheatley's head. A low roaring noise built as Wheatley's blood pounded through his ears. Anger surged through him, filling his belly with toxic sludge. This wasn't what he'd been feeding off before; it was not the clean blaze of fury scouring his blood – this was a thick wad of hatred pulsing in his stomach, swelling and building and growing until Wheatley thought he'd burst from it.

His vision went red, and he launched himself at Caroline with a bellow. He slammed into her, momentum crushing her between him and the wall. A small part of him was surprised that he felt no pain – rage really _was _a hell of an anesthetic.

It was not accurate to say Wheatley fought. "Fighting" denotes some form of strategy – a balance between offense and defense. Even on an unconscious level there is a measuring of the opponent and a calculated option decided upon with every move. This was not fighting; it was far too savage for that word. Wheatley tore at Caroline like an animal, seeking only to inflict as much damage as possible. Pain became nothing more than a way to keep score. He clawed and bit and kicked and punched, screaming as he tried to maul her.

It was a quick and dirty scuffle; neither of them had much stamina remaining for a prolonged bout. Caroline was caught off-guard by Wheatley's initial attack, though his advantage didn't last long. He may have had size and ferocity on his side but it wasn't a match for Caroline's experience and conditioning. Her first move was tactical: she swiped her hand across his face, grabbing his glasses and pulling until the wire holding them in place snapped. Wheatley snarled as she tossed them away but didn't really care – he could still see well enough to aim for her head. Caroline then managed to get her hands in between them and shoved a fist into Wheatley's stomach, doubling him over as his breath _whoosh_ed out of him. She followed this up with a knee to his groin, shoving him backwards at the same time.

Wheatley toppled, slamming into the desk on his way down and sending the Red Phone crashing to the floor. He groaned as he cupped himself and tried to fight back the sudden nausea. He barely registered Caroline stooping to snatch something off the floor, though she brought his attention back to her when she dove at him. The overhead light glinted off the piece of metal in her hand as she landed heavily on top of him. Wheatley barely caught her wrist in time to stop her from driving the six-inch-long shard into his heart – Caroline was trying to kill him with a piece of Rick's broken chassis.

The two strained against each other, grunting as they fought over the makeshift blade. Wheatley glared up at Caroline, his face twisted in a scowling grimace. Caroline was grinning. She was thoroughly enjoying this game, probably because she was about to kill him. Just as in the terminal lab, her position above him gave her the edge, and she could see him tiring.

_No!_ Wheatley found himself gasping for air as panic started to leech at his rage-fueled strength. The knife shivered towards him, and none of his struggles were pushing it back up again. _No, no, no, no, no! _He didn't want to die. More than that – he didn't want Caroline to kill him.

Out of the corner of his eye Wheatley could see a blob of red, and he realized that unlike in the terminal lab, he had a weapon. The only problem was that in order to grab it, he would have to let go of Caroline's wrist with one hand – during which time she would almost certainly succeed in stabbing him. However, he reasoned that with the way things were going, she was going to wind up stabbing him anyway, so he might as well do it on his terms.

Her face was close enough that Wheatley could make out her eyes, and he met them with a glare. Caroline smiled, excitement and joy lighting up her face.

"Any last words, Dr. Wheatley?" Caroline asked.

Wheatley bared his teeth at her. "I am a _fucking shotgun_," he snarled.

He had only a split second of confusion to work with. He twisted as he released Caroline's wrist with his right hand and pulled down with his left. The makeshift knife drew a line of fire as it skittered across his ribs and pulled a pained gasp out of him. His free hand closed around the base of the Red Phone as Caroline jerked her wrist out of his grip, slashing open his forearm as she pulled the knife back to stab at him again. Wheatley swung with all his might.

The Red Phone was an older model rotary phone. It had been developed in an era where the primary concern was reliability and as such had been built to last, with a molded plastic casing covering a steel chassis housing the heaviest components the 1950's had to offer. Ten pounds of good old-fashioned American durability propelled by last-ditch burst of anger and adrenaline smashed into the side of Caroline's head with a sickening _crunch _and an almost comical _ding!_

Caroline dropped like a felled ox, groaning, and Wheatley rolled to follow her, hitting her again. _She can't get back up!_ he told himself as hysteria unfurled in the pit of his stomach. He had nothing left. _She can't get back up._ This was it. If she came after him again... _She can't get back up._ His arm moved like a mechanical thing, up and down and up and down. _She can't get back up. _If she did, she'd kill him this time.

_She can't get back up._

He couldn't even tell how much damage he was doing. Without his glasses on, her face was just a red smear as he bashed her again and again. He hoped he was doing enough.

_She can't get back up._

He'd tried to show her mercy, and Rick had died for it. She had to pay.

_She can't get back up._

She'd brought this on herself.

_She can't get back up._

There was so much red. Where was all this red coming from?

_She can't get back up._

_It's her or me._

_She can't get back up._

_She can't get back up._

_She can't..._

* * *

It was almost like deja vu, really.

Wheatley sat on the steps to the observation platform, indulging in the aching nostalgia of another life. He used two fingers to turn the drill bit in his hand as gently as he could. He let the tool do the work as he bored a tiny hole into the corner of a small piece of green glass. The project had kept him busy for the past couple of hours as he waited for the final checks to be completed before the automatic restart kicked in, and he felt it was a very important one. He had little to no mobility thanks to his knee, and had had to scrounge what parts he could for this task from the machine room beneath his feet. Not only had he found the bit, but he'd also commandeered a metal pole to use as a walking stick, which now balanced on the steps next to him.

He welcomed the steadily increasing hum as GLaDOS' systems restarted. He'd kept his end of the bargain, and once GLaDOS upheld hers he would be free from this wretched place. He didn't think very much of his chances topside; his exhaustion went bone-deep, and he suspected his stab wound had become infected – it was hot and sensitive to the touch, and he could feel a fever setting in. But he wasn't going to die in this place, damn it.

GLaDOS contorted as her chassis went through its motor tests. The massive AI curled towards the ceiling as she spun in a graceful circle, then relaxed into her customary stance. She twisted to look at him, and Wheatley found himself faced with an optic almost the size of his head. He continued to twist the bit, unconcerned. "You turned me back on," GLaDOS said. Wheatley couldn't tell if she sounded more surprised or relieved. She swung around, surveying her chamber. "And nothing's on fire. I'm almost impressed."

Her optic lost its focus for a second, then the Announcer chimed in: **"Thank you for deactivating the Aperture Science Computer Aided Enrichment Center Reactor Core Self Destruction sequence timer! Our Aperture Science Environmental Protection Support staff would like to thank you for averting a major ecological disaster, and all of our staff here at Aperture Science thanks you for your benevolence in allowing us to continue living! Have a nice day!"**

"Now call down the lift," Wheatley said.

If GLaDOS noticed how subdued his voice was, she didn't comment on it. "Not so fast," she said, "The deal was that I release you if you fixed me, and I want to make sure you did. We can have a little chat while the diagnostic is running."

"Brilliant," Wheatley muttered. "Anything in particular you wanted to discuss?"

"What have you done to my chamber?" GLaDOS demanded, gesturing at their surroundings. "I allowed you access to that terminal to fix me, not to redecorate."

– _Oh, God, what had he done? He had to find his glasses. Where had Caroline thrown them? Oh, God, Caroline... where were his glasses? There was so much red –_

Wheatley swallowed, his fingers starting to tremble. "The other chamber... was... messy," he said, hesitating as he tried to select the safest words. "I didn't want to look at the... mess... anymore. But the closest thing I could find to a 'clean' function was to completely rebuild the chamber's interior, and these were the latest blueprints available."

GLaDOS' optic narrowed as she inspected Wheatley, seeing the new injuries on his body and the bloodstains on his clothes for the first time. "Something happened," she said.

"... Yes." Wheatley's grip became very firm on the drill bit.

Swinging from side to side, GLaDOS looked over the chamber again. "Where's your little friend?" she asked.

Wheatley's jaw tightened. "Dead."

"And... the other test subject?"

– _He wished he'd never found his glasses. He stared at what he'd done, too tired and numb to feel the horror he should have. Too late, he thought about the things he could have done. He had the entirety of Aperture Science at his fingertips; he could have tied her up, locked her in a room somewhere, thrown her into a Relaxation Vault, _anything _but _this_ –_

A muscle twitched in Wheatley's cheek. "Dead." The word was hoarse from the effort of keeping his voice steady.

GLaDOS reeled. "Oh... oh," she said. Wheatley ignored her as hard as he could as she tried to gauge him. "Well. This is awkward," GLaDOS continued. "I don't know what the proper etiquette is for this situation. I've killed a version of you, you've killed a version of me... I'm not sure if I should be angry or not."

There was a small beep, and GLaDOS' attention went inward. "Oh. The diagnostic finished. I'm back to full capacity – and you even managed to keep me connected to my new network," she said, then twisted to face Wheatley fully. He still didn't look at her – he was almost all the way through the shard of glass, and didn't want to slip up now. "I don't believe it. Maybe you actually _can _work a printer," GLaDOS said. She worked her faceplate into an approximation of a smile. "You've done a very good thing. You've kept your word and fixed me, and I just want you to know I'll appreciate that for as long as you live." Her optic hooded, her expression becoming coy. "But now that I don't need you, I've decided I _should _be angry. They say one of the ways to overcome your anger is to do some redecorating. I think this room could do with a little more neurotoxin."

Wheatley pushed the drill bit all the way through the hole he'd made in the glass. The hole needed to be smoothed, so he kept twirling the bit as he moved it back and forth.

GLaDOS' optic flared wide in shock when a harsh buzzer sounded twice.

"**Neurotoxin access denied."**

"What?!" GLaDOS snapped. She glared at Wheatley. "Hmm. I _knew _you'd screw something up. Just my luck it was the neurotoxin emitters. Fine. I guess I won't be gassing you today. Seems I'm all out of ways to kill you. I can't think of a single other way I could possibly – "

The buzzer sounded again. **"Turret access denied."**

GLaDOS' optic narrowed. "Alright. Credit where it's due. You knew I was going to turn on you and planned accordingly." Wheatley didn't acknowledge her as he blew through the hole in the glass, clearing out the debris. Then he untied the wire from his neck and threaded it through the hole, adding the piece of glass to the thumb drive. "But you can't have planned for everything. Certainly not... _this._"

_Ehnh-ehnh! _**"Rocket turret access denied."**

"... Oh."

_Ehnh-ehnh! _**"Thermal discouragement beam access denied."**

_Ehnh-ehnh! _**"Mashy spike plate access denied."**

_Ehnh-ehnh! _**"High energy pellet access denied."**

_Ehnh-ehnh! _**"Military android access denied."**

_Ehnh-ehnh! _**" Aperture Science Computer Aided Enrichment Center Reactor Core Self Destruction sequence start access denied."**

_Ehnh-ehnh! _**"Futbol access denied."**

Wheatley finally looked up; he had no idea what that last one was or how GLaDOS thought it could be used against him. His amusement at GLaDOS' growing frustration gave him the much-needed energy to deal with her. "You can go ahead and stop now. You're not going to be able to touch anything," he said, turning to meet GLaDOS' furious expression.

"Am I behind a _firewall?!_" she demanded.

Wheatley retied the wire around his neck, the thumb drive clinking against the green glass. Using a combination of the stair rails and the metal pipe he'd tactically acquired, Wheatley pushed himself to his feet, moving slowly to avoid reopening the gash on his ribs. He was hit by a wave of dizziness, but it soon passed. He chuckled as he eased his way down the steps. "You're not as clever as you think you are. Or maybe you're too clever, I don't know. But I _did_ know the second I wasn't any use to you, you'd pull something" he said, mustering every ounce of swagger he could manage as he confronted GLaDOS. "So I took some precautions. If I'd had to make a profile from scratch I probably might not have managed it before the reactor went off, but fortunately someone had already entered me into the system as a test subject – easy matter to use Jerri's log in on your terminal and change my administrative privileges.

"You'd already set up a pretty nasty firewall around the self-destruct deactivation. It'd be too difficult to take down completely, so I just modified it. I can't get in, but neither can you get out. Now you can only access three things: Reactor Core Self Destruct deactivation, your diagnostic program, and the lift. Even better, I attached the firewall to a proximity lock rooted to a certain test-subject-stroke-employee – You can't touch me once I'm on the surface, so I'll have no reason to keep you behind that firewall. Which means, as long as I am in Aperture Science, you're stuck like this," he said, stopping just underneath GLaDOS' GL core. He looked up at her, his smile dangerous. "So, yes. You're behind a firewall, because – once again and for the last time – "

Wheatley reached up and hooked his fingers around the bottom of GLaDOS' faceplate. Too shocked to resist, GLaDOS let him pull her GL core down until Wheatley's face was inches from her optic.

"I.

"Am _**NOT.**_

"A _**MORON.**_"

GLaDOS jerked away from him, retreating as much as she could while she studied him. Wheatley knew she was trying to find a way around the firewall, but he was confident – something he couldn't remember ever being before. He wasn't sure it was worth the price he had paid for it. He turned away from GLaDOS, making his way towards the lift port with careful steps.

"Wait. Your little friend. I could bring back the metal ball if you take this down," GLaDOS said.

Wheatley stopped, bowing his head. "No, you can't," he said quietly.

GLaDOS perked up, believing she sensed a weakness. "Yes, I can. I can build him a new core and upload it with his program – it'd be saved to my files," she said, pitching her voice low and persuasive. "Think about it. You could save him; repay him for all those times he saved you. Or are you going to abandon another friend down here to save your own skin?"

The barb struck home, and Wheatley flinched. He'd agonized over his motivations for so long, and he still wasn't quite sure he'd made the right decision. But it was too late to go back now. "I deleted his files," he said, his voice barely above a whisper.

GLaDOS' audio receptors still picked it up. "You what?" she asked, her voice flat with disbelief.

Wheatley closed his eyes, took a deep breath, and released it. He reached up and closed his fingers around his keepsakes hanging around his neck: the thumb drive and a piece of Rick's optic. "When I uploaded Chell, I never thought about what I was doing to her. I was only thinking about how I needed her help, and how I didn't want to be alone anymore. When she came back..."

Hot tears stung his eyes, and Wheatley swallowed down his grief. "I wanted to bring Rick back. But what would I have done? There aren't any manager rails outside the facility. He wouldn't be able to move, wholly dependent on others to perform the slightest task. He would have been miserable – up until the point his battery ran out, anyway.

"He went out the way he wanted: fighting a dangerous enemy. I can't take that away from him."

Wheatley brushed his hand across his eyes. "I don't want what happened to Chell to happen to anyone else. So I deleted his files. I deleted the entire personality core project. I destroyed the lab and incinerated the corpses," he said. He hesitated, then looked over his shoulder at GLaDOS. "Tell the truth, I almost deleted you."

GLaDOS' optic flared wide in anger. "You what?!" she hissed.

Wheatley took another deep breath. "I couldn't understand why Caroline kept fighting me, right up to the very end. Why she wouldn't just stand down and let me help all of us. You had seen reason – why couldn't she? So I searched the database for this version of her – for you. That's where I learned about Cave Johnson's secretary: a woman who was just as dedicated to Science as Johnson was, if a little more rational about it. A woman who spent decades watching the CEO drive the company she loved into the ground, while she could do nothing to stop it. Then he got sick, and he ordered his faithful secretary to be uploaded into a computer despite any protestations she might have to the contrary – she was too modest, after all," he said.

"What does this have to do with anything?" GLaDOS snapped.

Wheatley continued on as if she hadn't spoken. "After... after everything calmed down here, I was... having a hard time thinking straight," he admitted. "I was about to knock it all on the head. Let this place blow to hell. But then I realized two things.

"In my Aperture, we had hamlets topside to supply the facility with everything we needed – food, services, and so on. I checked – you've got one here, too. People are still living there. If I'd let the reactor melt down, I would have been killing each and every one of them.

"Which meant I had to leave you on. I felt terrible about it at first, I honestly did, because I thought you were like Chell: trapped here alone in the dark forever. But then I realized... You _like_ this. You like being an AI, you like constantly testing, and you love being in charge of Aperture. That's why you wanted that last network so much: you wanted to control all of Aperture.

"That's what it's all about, isn't it? Control," Wheatley said. "You can't give it up; either of you. Caroline went mental when I tried to take it away from her. You... you're smarter about it, in a better position, but you're just as addicted. You murdered the scientists for taking control away from you and forcing you into the chassis. You hated the not-me because he stole control of the facility from you. You let your Chell go because you couldn't control her – and you couldn't kill her, either. You only cooperated with me when you found a way to control the situation by activating the self destruct. And right now, you're just burning because you can't do anything, can you?"

"That's the most idiotic thing I've ever heard, though considering the source I'm not surprised," GLaDOS spat. The amount of venom in her voice made her denial flimsy, however.

Wheatley shrugged. "Maybe. But now you have a choice. You can keep me here out of spite and wait for me to die, then be absolutely useless for all of eternity, or you can call down that bloody lift and regain Aperture Science. So what's more important to you? Revenge? Or control?" he asked.

Silence reigned in the chamber as GLaDOS weaved back and forth, staring at him as she considered her options. "You're going to die up there," she growled.

"My problem, not yours," Wheatley countered.

"Why bother? You won't make it very far. You're barely standing as it is," GLaDOS said. "Why don't you just give up?"

Wheatley paused, considering the wisdom of confiding in an AI so bent on killing him. He didn't have the energy to lie or evade. He ran his hand over the thumb drive, needlessly smoothing it down. "I want... I need to find someone," he said. "I... I owe them something."

If GLaDOS caught the implication, she didn't comment on it. She continued to stare at him for a moment longer, then made a disgusted noise. "Fine. Go. It's for the best to get you out of my facility before you start ruining things again," she said in a surly voice.

The sound of the lift tube descending into the chamber was the most beautiful thing Wheatley had ever heard, and more tears pricked his eyes as he watched the platform settle into place. He swallowed past the lump in his throat, relief and joy and emotions too tangled to name twisted in his chest. "Thank you," he breathed.

"Get in before I change my mind," GLaDOS snarled.

Wheatley's steps were reverent as he hobbled into the lift, struggling a bit to get his walking pole in there with him. The doors hissed shut, and Wheatley drew a shuddering breath. GLaDOS glared at him all the while, and he was amazed to discover that her faceplate was advanced enough to simulate grinding teeth. He grinned back at her.

He'd done it. He was finally escaping Aperture, and he'd never have to deal with any of it ever again.

… Well... that wasn't entirely true. Wheatley touched the thumb drive again, thanking ChellDOS for a very important lesson. He wondered how angry GLaDOS would be if she knew that he would still be able to access her files and take Aperture back any time he wanted – unless she desperately wanted to learn about shower curtains, she'd never find the backdoor program he'd installed.

He kept eye contact with GLaDOS until she was cut off from view. It was like disconnecting from a power cord: Wheatley suddenly felt drained. He slumped against the walls of the lift, running a hand down his face as relief washed over him. He looked up, his heart rate quickening as excitement built – or the infection got stronger, one of the two. The lift sailed past level after level, and Wheatley swallowed as he saw each one held at least two or three guarding turrets. His heart nearly stopped as he shot past an amphitheater filled with turrets and caught sight of something massive and leopard-printed. Wheatley shuddered to think of what would have happened if he and Rick had succeeded, only to have to make their way past all this.

Impatience and anticipation coursed through him as he soared ever upward. As they flew by, Wheatley noticed that the neglect was getting more and more prevalent – he must be getting close to the top, where GLaDOS' restoration efforts hadn't reached yet. He was actually excited to see concrete replaced with rock and soil – he was out of Aperture.

He was _out of Aperture._

The glass abruptly ended, capped by metal siding. Wheatley nearly fell, but caught himself just as the lift slowed to a halt. He found himself standing in a small room lit only by a single lamp above a fire door. A strange sound engulfed him, like someone shaking dry beans in a tin. The door creaked open, and Wheatley took his first hesitant step into his new universe.

Rain drenched him immediately, soaking him to the bone. His walking pole clanked off the concrete square keeping the surrounding crops at bay. His glasses became almost useless as water coated the lenses and obscured most of his vision. Not that he could have seen very well anyway – his only light was the full moon, illuminating the field of wheat that seemed to spread out as far as the eye could see in every direction.

There was no man in the universe – either this one or the one Wheatley had left behind – who had ever been happier to be caught in the rain. Wheatley threw his arms out and lifted his head to the sky, laughing as he opened his mouth to catch as many drops as he could. The rain seemed to wash away his pain and fear and exhaustion, leaving only joy behind. He pumped his fists into the air, nearly braining himself with the walking pole. He whooped and cheered, yelling as loud as he could to try and release his euphoria before it made him burst.

Unfortunately, in his excitement he forgot that there was a very good reason he was supposed to be leaning on the walking pole currently pointing skyward. A misstep brought his weight on his bad knee, and he collapsed to the ground with a cry.

Even as his knee chastised him and annoyance flared up, Wheatley couldn't bring himself to be truly angry. He didn't try to stand right away but lay there on the ground, letting the rain gently pin him to the concrete.

He was so happy, he couldn't even be bothered to feel anxious about his situation. Though he knew the general direction, he had no idea how far away the hamlet was. He didn't know if there was anyone living there who could or would help him. He didn't know if he would make it that far, or if he would succumb to his wounds. If he _did _live, he didn't know what he would do or how he would do it or what would happen to him.

The only things he knew were that right now he was alive, and he was free.

That was enough.

* * *

****A/N:** Oh my God, this took me long enough, didn't it?

I am so terribly sorry for the wait. I hit a writing slump just as I started work, and it wasn't until a week or so ago that I finally managed to scrape something together. Don't think I was just sitting on my ass doing nothing all this time: I struggled almost every day to complete this thing, and I have the multiple failed versions to prove it.

But it's done! And even better, I really enjoyed this chapter! It might just be my favorite one. I had a blast writing the confrontation between Altley and Caroline – it's been a long time coming. Plus teasing together all the foreshadowing I've been scattering throughout the rest of the story brought me no small amount of delight.

I don't really have much to say, oddly. This is the first story I've actually finished in about thirteen years, and it hasn't quite hit me yet that it's over (for now). It's been a lot of fun, and I want to say I adore each and every person that's commented, favorited, and followed. You guys kept me inspired and I hope I've given you a suitable conclusion for this story.

I would also like to give much love to my two betas, TwoBrokenMirrors and CornetEspoire. You are my favorites, and I'm so thankful you guys don't even know.

Thank you to everyone!******


	14. The Epilogue

_**Disclaimer: All characters belong to Valve in some way, shape, or form.**_

"Alright, body. Here's the situation. I know you've been put through hell for the past week or so – or however long I was down there – and I fully agree, we've more than earned a bit of a rest. I mean, look at me: I'm talking to myself. Literally to my self. I definitely need a bit of a kip.

"However, we are stuck in an alternate universe with who-knows-what inhabiting it, and sleeping out in the open is probably one of the worst ideas ever. Also, there is a house just up ahead, and with any luck they'll be kind enough to give us a bed. Don't know about you, but I would _much_ prefer some sort of mattress – possibly even blankets and a pillow, but I'll take what I can get – some sort of mattress than lying in the mud.

"Speaking of mud, this rain is a bit much, yeah? I mean, at first it was rather refreshing – poetic, even. Now it's just a pain in the arse.

"It's been an hour, rain! You can go ahead and stop now!... No? Just going to keep raining, then? Brilliant.

"Come on... ignore the rain. Just keep going. One foot in front of the other. You're almost to the door. Legs, why are you shaking? Stop that. You were doing fine when we left Aperture, and now out of nowhere you – oh. Of course adrenal vapor withdrawal would pick _now _to kick in. No, knee, this is not a situation you need to involve yourself in. I just need you all to keep it together long enough to get me to the –

"_AUGH!_

"Ow... _fucking hell... _ow...

"... And once again, I am on the ground. And I appear to have torn open some wounds. Oh, look! At least this time I _landed in mud!_ Tremendous.

"C'mon, Wheaters... you've dragged yourself this far. Just a little more. Come on, you've done the hard part! You got out of Aperture! You found a house! It might even be occupied! You've just got to... got to knock on the door. Man alive, I'm tired... the mud's not so bad... No! Not yet; don't fall asleep yet. Knock on the door, first. Just knock...

"Hello? Is anyone in there?

"Hellooooo? Are you going to open this door? At any time? Hello? Can y – no? Can you please open the door? It's fairly urgent!

"Can you _please _open the door? Look, I know it's late, but it's raining really hard and I've been walking a very long time and this is the first house I've seen and I'm not sure I can make it to the next one because I've kind of collapsed on your door step and I don't think I can move anymore. I'm... I'm hurt. Very badly. And I may or may not be bleeding out, to be perfectly honest, which brings my situation from 'urgent' to 'dire.' It's also making it hard to concentrate. So I'm afraid I'm going to have to insist on bothering you until you open the door and help me.

"Vuoi aprire la porta? No?

"Hello? I hear you moving in there! Just open the door!

"HA! I _knew _someone was – _AAAAAAHHH! _Put the gun away, _put the gun away!_ Honestly, who greets people at the door with a bloody shotgu –

"... gu...

"Oh my God.

"Oh my God, it's _you!_ The this-you! I saw you in the painting – and on the computer! You're here! You're real! Oh, bloody hell, of _course_ I'd find you looking like _this_.

"Wait, hold on, put the gun down! I meant _me _looking like this, not _you _looking like this! You look lovely! I mean, aside from that rather frightening scowl and the gray in your hair and the scars and – Um, lovely! I'll just leave it at 'lovely.' Please put the gun away.

"Man alive, this isn't how I expected to meet you. I thought I'd be standing, for one... Sorry, I'm running a fever, and it's making it hard to focus on what I'm saying. Did I say that already? I think I said that already. Oh, you have no idea how good it is to see you! Oh, I could just hug you. If, if I were capable of standing. Which I am not. Speaking of which, it's very uncomfortable here on the ground; is there any possible way I could get you to pick me up –

"_Hang on don't shoot me!_ Fine, never mind that! I'll stay on the ground! Listen! Wait, hang on! Okay! Right, just let me explain!

"I think I know why you're angry, but I'm not Wheatley! I mean, I _am _Wheatley, just a different Wheatley, yeah? No. No, right, that doesn't make any sense, I don't blame you for scowling more at me. Right. Let me try again. My name is Doctor Stephen Nathaniel Wheatley, and I'm from another universe.

"Don't think I'm not seeing you giving me that look, lady. I'm not crazy. It's... It's a long story, but you have to believe me. See, I know I sound like the not-me, but I'm _not _the not-me, I'm the me-me. I'm...

"... I'm... I'm having a lot of trouble not sounding like a mentalist, I know. The whole wordy-mouth thing is a bit difficult for me at the moment, to be honest.

"Oh, I don't feel well... Alright, listen. I'm not sure I'll be conscious for much longer, and I've got to get this out. Afterward you can shoot me, you can kick me off your step, or slam the door in my face and I'd completely understand. But I want... I have to say... I can't say it to _you _you, but I can say it to _this _you and hope to God you can hear me. If not, well then maybe you... the _this _you, the you I'm talking with right now... you... can pretend it's not the _me _me saying this but the _this _me saying it and maybe it'll all be okay. We... we have a lot in common, I'll admit... going beyond the accent – me and him, I mean – but we're not completely the same! We're bloody not! But I know... I know he'd feel the same as I do right now. I... I don't need you to forgive me... or him, I guess... I don't need you to say anything, really. Not that, not that you've said anything yet – you're really quiet, did you know that? But I just want you to know..."

"I wish I could take it all back. I honestly do. I honestly do wish I could take it all back. And not just because of what's happened to me. I... I'm sorry. Sincerely. I am sorry I was bossy, and monstrous, and... I am genuinely sorry.

"I just... wanted to say that before I... Is it cold? I'm really cold... man alive, my head's killing me. Can I get a... what was I saying? Water? Not rain... Do you think... Oh, no. I think I'm going to pass out, now..."

* * *

The wind shrieked through the crevice, dragging flurries of snow in its wake. This spot had long been hidden from the Arctic's harsh weather, a cavern formed of ice harboring a strange denizen. It had remained unmolested for over half a century, forgotten in its frozen tomb.

Abandoned.

Then had come the man with the crowbar.

Then had come The Incident.

The scorch marks and blood had long since faded in the four years since. Here and there surviving sections of the metal hull still clung to visibility, though the snow fought to bury them inch by inch.

The snow was winning, but one word could still be made out on the largest of the remaining pieces:

_BOREALIS_

A secret huddled underneath. It had miraculously survived The Incident and until three days ago had lain dormant, sheltered from the snow and ice by the section of hull. Wooden crates sat bound together by netting and ropes with bright yellow lettering identifying them as "LEMONADE." On top of the crates was a strange device, clinging to functionality.

A digital display offered a dim green glow to fend off the darkness. Words were still visible on the screen, dark green on a black background:

_/ Initiating recall..._

_/ Signal Confirmed._

_/ Running "recall . exe"..._

_/ Error 0xc000000f: An error occurred transferring execution. "FU_BM . exe" is unresponsive._

_/ Initiating ..._

_/ Signal Confirmed._

_/ Running "salvage . exe "..._

_/ Estimated time remaining: __01:00:15:46:52_

_01:00:15:46:51_

_01:00:15:46:50_

_01:00:15:46:49..._


End file.
